10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
	QUARTERLY PERIOD ENDED MARCH 31, 2017

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-55645

IDDRIVEN, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	46-4724127
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

13355 Moss Rock Dr., Auburn, CA	95602
(Address of Principal Executive Offices)	(Zip Code)

(415) 226-7773

(Registrant’s Telephone Number, Including Area Code)

Not applicable.

(Former Name, former address and former fiscal year, if changed since last report)

Indicate by checkmark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES x NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x

Indicate by check mark whether the registrant is an “emerging growth company” as defined in Section 2(a) of the Securities Act and Section 3(a) of the Exchange Act. Yes xNo ¨

Indicate by check mark whether the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act and Section 13(a) of the Exchange Act. ¨

As of May 15, 2017, there were 117,317,366 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	36
Signatures		37

2

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report includes forward-looking statements. These forward looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including but not limited to: variability of our future revenues and financial performance; risks associated with product development and technological changes; the acceptance of our products in the marketplace by potential future customers; general economic conditions. Factors that could cause our actual results of operations and financial condition to differ materially are discussed in greater detail in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC on March 31, 2017.

You should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual result 

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

IDdriven Inc.

Condensed Consolidated Balance Sheets

	March 31,			December 31,
	2017			2016
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	120,866		$	13,174
Accounts receivable		6,719			12,236
Other receivables and prepaid expenses		10,603			11,514
Total Current Assets		138,188			36,924
Property and equipment, net		3,804			4,769
Other assets		16,965			16,648
TOTAL ASSETS	$	158,957		$	58,341
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable (including related party payables of $23,305 and $17,152, respectively)	$	292,517		$	195,767
Accrued expenses		136,466			98,684
Accrued interest - related parties		20,835			9,172
Deferred revenue and customer deposits		-			7,500
Management fees payable - related parties		390,459			296,816
Other current liabilities		77,424			27,331
Convertible notes payable, net of unamortized debt discount of $267,403 and $414,118, respectively		985,855			756,191
Notes payable		61,000			51,000
Notes payable - related parties		39,590			38,850
Derivative liabilities		260,771			2,577,652
Total Current Liabilities		2,264,917			4,058,963
TOTAL LIABILITIES		2,264,917			4,058,963
Commitments and contingencies		-			-
Stockholders' Deficit
Preferred stock: 10,000,000 authorized shares; $0.001 par value
Series A convertible preferred stock, $0.001 par value, $1.00 stated value; 808,000 shares designated; 94,333 and 200,279 shares issued and outstanding, respectively.		95			201
Common stock: 500,000,000 authorized; $0.001 par value 107,044,378 and 97,457,397 shares issued and outstanding, respectively		107,045			97,457
Additional paid in capital		1,304,018			1,171,625
Accumulated deficit		(3,497,809	)		(5,255,277	)
Accumulated other comprehensive loss		(19,309	)		(14,628	)
Total Stockholders' Deficit		(2,105,960	)		(4,000,622	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	158,957		$	58,341

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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IDdriven Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

	Three Months Ended March 31,
	2017			2016
Revenues	$	18,233		$	1,732
Operating Expenses
General and administration		127,682			159,840
Salaries and wages		53,442			94,962
Stock based compensation		28,184			50,842
Research and development		29,448			30,949
Management fees		122,448			124,552
Depreciation		1,047			1,386
Total operating expenses		362,251			462,531
Loss from operations		(344,018	)		(460,799	)
Other income (expense)
Interest expense		(245,209	)		(23,581	)
Change in fair value of derivative liability		2,277,306			(1,176,150	)
Gain on extinguishment of debt		69,389			-
Total other income (expense)		2,101,486			(1,199,731	)
Net income (loss) before taxes		1,757,468			(1,660,530	)
Income tax benefit		-			-
Net income (loss)	$	1,757,468		$	(1,660,530	)
Other comprehensive income (loss)
Foreign currency translation adjustment		(4,681	)		(3,199	)
Comprehensive income (loss)	$	1,752,787		$	(1,663,729	)
Net income (loss) per common share, Basic and Diluted	$	0.02		$	(0.02	)
Weighted average number of common shares outstanding, Basic and Diluted		100,563,342			75,170,870

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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IDdriven Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

	Three Months Ended March 31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	1,757,468		$	(1,660,530	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,047			1,386
Stock-based compensation		28,184			50,842
Expenses paid by note payable		-			5,000
Amortization of debt discount and debt issue cost		189,845			10,479
Gain on extinguishment of debt		(69,389	)		-
Change in fair value of derivative		(2,277,306	)		1,176,150
Changes in operating assets and liabilities:
Accounts receivable		5,601			(54	)
Prepaid expenses and other receivables		1,017			(23,868	)
Accounts payable		108,102			45,558
Accrued interest		43,699			13,033
Accrued interest, related parties		11,663			-
Deferred revenue		(7,500	)		-
Management fees, related parties		93,433			-
Other current liabilities		50,857			(201	)
Net Cash Used in Operating Activities		(63,279	)		(382,205	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		-			(1,458	)
Net Cash Used in Investing Activities		-			(1,458	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible note payable		135,846			250,000
Proceeds from issuance of promissory notes payable		10,000			-
Proceeds from issuance of common shares		27,300			-
Proceeds from preferred stock subscription		-			245,000
Net Cash Provided By Financing Activities		173,146			495,000
Foreign currency translation effect on cash and cash equivalents		(2,175	)		1,226
Increase in cash and cash equivalents		107,692			112,563
Cash and cash equivalents, beginning of period		13,174			48,764
Cash and cash equivalents, end of period	$	120,866		$	161,327
Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities
Derivative liability recognized as debt discount	$	24,631		$	263,879
Prepaid expenses paid by note payable	$	-		$	25,000
Accrued debt issuance cost	$	-		$	17,500
Conversion of Series A Convertible Preferred Stock into common stock	$	3,579		$	-
Conversion of notes payable and accrued interest into common stock	$	104,128		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

6

IDDRIVEN, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2017

(UNAUDITED)

NOTE 1. ORGANIZATION AND BUSINESS

Organization and Operations

IDdriven, Inc., (“IDdriven”, “we”, “us”, or the “Company”) is a Nevada corporation incorporated on January 27, 2014 under the name TiXFi, Inc. Insight Innovators B.V., was incorporated on May 22, 2013 in the Netherlands and has its registered corporate seat in Amersfoort, The Netherlands.

Going Concern Matters

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplates the Company’s continuation as a going concern. The Company has incurred operating losses of $344,018 during the three months ended March 31, 2017 and has an accumulated deficit of $3,497,809 as of March 31, 2017. In addition, current liabilities exceed current assets by $2,126,729 as of March 31, 2017.

Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. See Note 15 – Subsequent Events.

There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations.

Due to uncertainties related to these matters, there exists a substantial doubt about the ability of the Company to continue as a going concern. The accompanying unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation of Interim Financial Statements

The accompanying interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited consolidated financial statements for fiscal year 2016 have been omitted. This report should be read in conjunction with the audited consolidated financial statements and the footnotes thereto for the fiscal year ended December 31, 2016 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on March 31, 2017.

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Consolidation Policy

For March 31, 2017, the unaudited condensed consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiary, Insight Innovators B.V. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates and Assumptions

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions about collection of accounts and notes receivable, the valuation and recognition of stock-based compensation expense, the valuation and recognition of derivative liability, valuation allowance for deferred tax assets and useful life of fixed assets.

Functional currency

The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars (“USD”). The Company’s wholly owned subsidiary (Insight’s) functional currency is the Euro. The financial statements are translated into USD in accordance with Codification ASC 830, “Foreign Currency Matters”. All assets and liabilities were translated at the current exchange rate, at respective balance sheet dates, shareholders’ equity is translated at the historical rates and income statement items are translated at the average exchange rate for the reporting periods. The resulting translation adjustments are reported as other comprehensive income and accumulated other comprehensive income in the shareholders’ equity in accordance with Codification ASC 220, “Comprehensive Income”.

Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated into Euro at the rate on the date of the transaction and included in the results of operations as incurred. There were no material transaction gains or losses in the periods presented.

	March 31, 2017		December 31, 2016
Spot Euro: USD exchange rate	$	1.07	$	1.05
Average Euro: USD exchange rate	$	1.06	$	1.08–1.12

Cash and cash equivalents

Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less, at the date acquired. As of March 31, 2017 and December 31, 2016, cash primarily consists of cash on hand and in bank. As of March 31, 2017, cash held in a U.S. bank was $119,010 and cash held in foreign bank in the Netherlands was $1,856 (EUR1,735). As of December 31, 2016, cash held in a U.S. bank was $9,971 and cash held in foreign bank in the Netherlands was $3,203 (EUR3,050).

Revenue recognition

The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (i) persuasive evidence of an arrangement exists; (ii) services have been rendered; (iii) the fee is fixed or is determinable; and (iv) collectability is reasonably assured. Determination of criteria (iii) and (iv) are based on management’s judgments regarding the fixed nature of the selling prices of the services delivered and the collectability of those amounts. The Company’s agreements do not include general rights of return and do not provide clients with the right to take possession of the software supporting the services being provided. As such, the agreements are accounted for as service contracts.

Revenues from the services rendered are recognized in proportion to the services delivered.

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Any amount receivable or received, but unrecognized for revenue recognition purpose is recorded as deferred revenues.

Sales taxes collected from clients and remitted to governmental authorities where applicable are accounted for on a net basis and therefore are excluded from revenues in the statements of operations.

Share-Based Expense

ASC 718, ”Compensation – Stock Compensation,” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, ”Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Share-based expense totaled $28,184 and $50,842 for the three months ending March 31, 2017 and 2016, respectively.

Fair value measurements

Fair value is defined as the price that the Company would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent counter-party in the principal market or in the absence of a principal market, the most advantageous market for the investment or liability. A three-tier hierarchy is established to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs); and establishes a classification of fair value measurements for disclosure purposes. 

The hierarchy is summarized in the three broad levels listed below:

Level 1	-	quoted prices in active markets for identical assets and liabilities
Level 2	-	other significant observable inputs (including quoted prices for similar assets and liabilities, interest rates, credit risk, etc.)
Level 3	-	significant unobservable inputs (including the Company’s own assumptions in determining the fair value of assets and liabilities).

In accordance with Accounting Standards Codification (“ASC”) 815, the Company’s debt derivative liabilities are measured at fair value on a recurring basis, and are level 3 measurements in the three-tier fair value hierarchy. 

There were no transfers between the levels of the fair value hierarchy during the three months ended March 31, 2017 and 2016.

 

9

Fair value of financial instruments

The Company’s financial instruments consist primarily of cash, accounts payable and accrued expenses, and debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

The following table summarizes fair value measurements by level at March 31, 2017 and December 31, 2016 measured at fair value on a recurring basis: 

March 31, 2017	Level 1		Level 2		Level 3		Total
Assets
None	$	-	$	-	$	-	$	-
Liabilities
Derivative liabilities	$	-	$	-	$	260,771	$	260,771

December 31, 2016	Level 1		Level 2		Level 3		Total
Assets
None	$	-	$	-	$	-	$	-
Liabilities
Derivative liabilities	$	-	$	-	$	2,577,652	$	2,577,652

Recently Issued Accounting Standards

In February 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-06, “Plan Accounting: Defined Benefit Pension Plans (Topic 960); Defined Contribution Pension Plans (Topic 962); Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting.” Among other things, the amendments require a plan’s interest in that master trust and any change in that interest to be presented in separate line items in the statement of net assets available for benefits and in the statement of changes in net assets available for benefits, respectively. The amendments also remove the requirement to disclose the percentage interest in the master trust for plans with divided interests and require that all plans disclose the dollar amount of their interest in each of those general types of investments. The amendments require all plans to disclose: (a) their master trust’s other asset and liability balances; and (b) the dollar amount of the plan’s interest in each of those balances. Lastly, the amendments eliminate redundant investment disclosures (e.g., those required by Topics 815 and 820) relating to 401(h) account assets. Effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The amendments should be applied retrospectively to each period for which financial statements are presented. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its consolidated financial statements.

In February 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-05, “Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.” The amendments clarify that a financial asset is within the scope of Subtopic 610-20 if it meets the definition of an in substance nonfinancial asset. The amendments also define the term in substance nonfinancial asset. The amendments clarify that nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty. For example, a parent may transfer control of nonfinancial assets by transferring ownership interests in a consolidated subsidiary. A contract that includes the transfer of ownership interests in one or more consolidated subsidiaries is within the scope of Subtopic 610-20 if substantially all of the fair value of the assets that are promised to the counterparty in a contract is concentrated in nonfinancial assets. The amendments clarify that an entity should identify each distinct nonfinancial asset or in substance nonfinancial asset promised to a counterparty and derecognize each asset when a counterparty obtains control of it. Effective at the same time as the amendments in Update 2014-09, Revenue from Contracts with Customers (Topic 606). Therefore, public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the amendments in this Update to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the amendments in this Update to annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. All other entities may apply the guidance earlier as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance earlier as of annual reporting periods beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance. An entity is required to apply the amendments in this Update at the same time that it applies the amendments in Update 2014-09. The Company is currently evaluating the potential impact this standard may have on its financial position and results of operations.

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In January 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” These amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Effective for public business entities that are a SEC filers for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. ASU 2017-04 should be adopted on a prospective basis. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard will be effective for the Company on January 1, 2018, however, early adoption is permitted with prospective application to any business development transaction.

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTE 3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at March 31, 2017 and December 31, 2016:

	March 31,			December 31,
	2017			2016
Furniture	$	5,915		$	5,915
Computers		18,886			18,886
		24,801			24,801
Accumulated Depreciation		(18,639	)		(17,593	)
Foreign currency translation effect		(2,358	)		(2,439	)
Property and equipment, net	$	3,804		$	4,769

Depreciation expense for the three months ended March 31, 2017 and 2016 amounted to $1,047 and $1,386, respectively.

All of the Company’s property and equipment are recorded in Insight (foreign subsidiary) as of March 31, 2017 and December 31, 2016.

 

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NOTE 4. NOTES PAYABLE

Notes Payable

	March 31,		December 31,
	2017		2016
Promissory Notes - December 2016	$	51,000	$	51,000
Promissory Notes - January 2017		10,000		-
Less current portion of notes payable		61,000		51,000
Long-term notes payable	$	-	$	-

As of March 31, 2017 and December 31, 2016, the accrued interest related to this promissory note was $2,894 and $28, respectively.

Dated December 30, 2016

On December 30, 2016, the Company issued a 20% Promissory Note for $51,000. The note bears interest at a rate of 20% per annum and the maturity date is the twelve months from the issue date.

Dated January 26, 2017

On January 26, 2017, the Company issued a 20% Promissory Note for $10,000. The note bears interest at a rate of 20% per annum and the maturity date is the twelve months from the issue date.

Notes Payable – Related Parties

Notes payable – related party consisted of the following at March 31, 2017 and December 31, 2016:

	March 31,		December 31,
	2017		2016
Promissory Notes	$	39,590	$	38,850
Less current portion of notes payable		39,590		38,850
Long-term notes payable	$	-	$	-

Dated June 29, 2016

On June 29, 2016, the Company issued an 8% Promissory Note for EUR 10,000 ($10,700). The note bears interest at a rate of 8% per annum and is due within ten days after demand by the lender.

Dated June 30, 2016

On June 30, 2016, the Company issued an 8% Promissory Note for EUR 10,000 ($10,700). The note bears interest at a rate of 8% per annum and is due within ten days after demand by the lender.

Dated August 29, 2016

On August 29, 2016, the Company issued an 8% Promissory Note for EUR 35,000 ($37,450). The note bears interest at a rate of 8% per annum and is due within ten days after demand by the lender. EUR18,000 ($18,900) of note was repaid in December 2016.

As of March 31, 2017 and December 31, 2016, the accrued interest related to these promissory notes - related party was $2,866 and $2,046, respectively.

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NOTE 5. CONVERTIBLE NOTES PAYABLE

Convertible notes payable consisted of the following at March 31, 2017 and December 31, 2016:

	March 31,			December31,
	2017			2016
Convertible Note - December 2015	$	350,000		$	350,000
Convertible Note - February 2016		-			30,000
Convertible Note - March 2016		250,000			250,000
Convertible Notes - May 2016		62,500			75,000
Convertible Note - June 2016		15,000			15,000
Convertible Notes - September 2016		176,510			201,511
Convertible Notes -October 2016		130,748			148,798
Convertible Notes - November 2016		25,000			25,000
Convertible Notes - December 2016		75,000			75,000
Convertible Notes - March 2017		168,500			-
		1,253,258			1,170,309
Less debt discount and debt issuance cost		(267,403	)		(414,118	)
		985,855			756,191
Less current portion of convertible notes payable		985,855			756,191
Long-term convertible notes payable	$	-		$	-

The Company recognized amortization expense related to the debt discount and deferred financing fees of $189,845 and $10,479 for the three months ended March 31, 2017 and 2016, respectively, which are included in interest expense in the consolidated statements of operations.

10% Convertible Note – December 2015

On December 21, 2015, the Company issued a 10% Convertible Note (the “10% Convertible Note”) in the amount of $500,000, in exchange for a promissory note for $500,000 originally issued by Insight on October 20, 2015 to an unrelated third party investor (the “Investor”). The company assumed accrued interest of $3,838 due from this previous promissory note. The 10% Convertible Note bears interest at the rate of 10% per annum and matures May 1, 2017. The holder is entitled to convert any portion of the outstanding and unpaid conversion amount in to fully paid and non-assessable shares of Common Stock. The conversion price (the “Conversion Price”) is 75% of the volume weighted average price of the Common Stock for the ten (10) trading days immediately prior to the applicable conversion date, subject to adjustment herein but in no event: (i) lower than $4,000,000 divided by the total number of shares of Common Stock outstanding immediately prior to the conversion date; or (ii) greater than $12,000,000 divided by the total number of shares of common stock outstanding immediately prior to the conversion date.

On July 22, 2016, $150,000 of the Convertible Note was converted into 941,620 common shares at market trading price $0.27 per share. $160,771 value of derivative liability on the date of conversion was extinguished and the conversion generated $56,534 gain on extinguishment of debt in the consolidated statements of operations.

Additional features of the 10% Convertible Note include:

· Liquidation Preference. Upon a liquidation event, we will first pay to the Investor the principal amount owing, plus all accrued and unpaid interest, and any other fees or liquidated damages then due and owing thereon. After full payment of the liquidation preference amount to Investor, we will then distribute the remaining assets to holders of common stock, other junior securities (if any). The 10% Convertible Note is intended to rank senior to our common stock or any equivalents thereof, or any preferred stock we may designate, including the Series A Preferred, in respect of any dividends or distributions many in respect thereof.

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·   Mandatory Conversion. The 10% Convertible Note shall automatically convert into shares of our common stock at the Conversion Price without any action of the holder upon the occurrence of any of the following events after the closing date of the Share Exchange: (i) the completion of a public offering of our securities for gross proceeds of at least $5,000,000 pursuant to an effective registration statement under the Securities Act; or (ii) if we complete one or more financing transactions for gross proceeds of at least $5,000,000.

·   Ownership Limitations. The 10% Convertible Note is not convertible to the extent that (a) the number of shares of our common stock beneficially owned by the Investor and (b) the number of shares of our common stock issuable upon the conversion of the 10% Convertible Note or otherwise would result in the beneficial ownership by holder of more than 4.99% of our then outstanding common stock. This ownership limitation can be increased or decreased to any percentage not exceeding 9.99% by the Investor upon 61 days’ notice to us.

· Certain Adjustments. The conversion price of the 10% Convertible Note is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.

· Negative Covenants. As long as the 10% Convertible Note is outstanding, unless the holders of at least 75% of the then outstanding principal amount of the 10% Convertible Note shall have otherwise given prior written consent, we agreed that we will not amend our charter documents and bylaws in any manner that materially and adversely affects any rights of the holder, repurchase our common stock or certain other securities, pay dividends or distributions on any securities junior to the 10% Convertible Note, sell, lease or otherwise dispose of any significant portion of our assets outside the ordinary course of business or enter into any agreement with respect to any of the foregoing. 

· Redemption Upon Triggering Events. If we fail to meet our obligations under the terms of the 10% Convertible Note, it will become immediately due and payable and subject to penalties provided for within the note.

· Piggy-Back Registration Rights. The holder of the 10% Convertible Note is entitled to Piggy-Back Registration Rights as provided for in the Piggy-Back Registration Rights Agreement provided for in Exhibit B to the Securities Purchase Agreement.

Dated – Issued in Fiscal Year 2016

During the year ended December 31, 2016, the Company issued a total Convertible Notes in the amount of $820,308 and warrants to purchase up to 450,755 shares of our common stock, with the following terms:

· Terms 6 – 18 months

· Annual interest rates ranging from 8% to 20%

· Convertible at the option of the holders either at issuance or 6 months from issuance.

· Conversion prices are typically based on the discounted (20% - 25% discount) lowest trading prices of the Company’s shares during various periods prior to conversion. Certain notes are subject to adjustment to not convert in a value band, not lower than $4,000,000 to $6,000,000 or higher than $12,000,000 to $18,000,000, divided by the total number of shares of common stock outstanding immediately prior to the conversion date.

Dated – Issued in 1^st Quarter 2017

During the three months ended March 31, 2017, the Company issued a Convertible Note to EMA Financial, LLC (“Purchaser”) in the amount of $168,500 (the “Note”) with the following terms:

· Term 1 year

· Annual interest rate 10%

· Convertible at the option of the holders either at issuance or 1 year from issuance

· Conversion price is $0.04 per share

· Financing cost on note issuance at $18,500

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The Note is convertible into common stock, subject to Rule 144, at any time after the issue date of the Note at a conversion price of $0.04 per share of the Company’s Common Stock provided however, if the Company fails to comply with Section 1.9 of the Note (described below), then the conversion price (“Default Conversion Price”) shall equal the lower of: (i) the closing sale price of Common Stock on the Principal Market on the Trading Day immediately preceding the Closing Date, and (ii) 60% of either the lowest sale price for the Common Stock on the Principal Market during the twenty (20) consecutive Trading Days immediately preceding the Conversion Date or the closing bid price, whichever is lower, provided, however, if the Company’s share price at any time loses the bid (ex: 0.0001 on the ask with zero market makers on the bid on level 2), then the Conversion Price may, in the Purchaser's sole and absolute discretion, be reduced to a fixed conversion price of 0.00001 (if lower than the conversion price otherwise), and provided, that if on the date of delivery of the Conversion Shares to the Purchaser, or any date thereafter while Conversion Shares are held by the Purchaser, the closing bid price per share of Common Stock on the Principal Market on the Trading Day on which the Common Shares are traded is less than the sale price per share of Common Stock on the Principal Market on the Trading Day used to calculate the Conversion Price hereunder, then such Conversion Price shall be automatically reduced such that the Conversion Price shall be recalculated using the new low closing bid price (“Adjusted Conversion Price”) and shall replace the Conversion Price above, and Purchaser shall be issued a number of additional shares such that the aggregate number of shares Purchaser receives is based upon the Adjusted Conversion Price, and provided, further, that the Conversion Price shall be subject to further adjustment in Section 1.2(b) of the Note. Purchaser does not have the right to convert the Note, to the extent that it would beneficially own in excess of 4.9% of the Company's outstanding common stock.

If an Event of Default under Section 3.9 of the Note has occurred (i.e., failure to comply with the Exchange Act), Purchaser, in its sole discretion, may elect to use a Conversion Price which shall equal the lower of: (i) the closing sale price of the Common Stock on the Principal Market on the Trading Day immediately preceding the Closing Date; (ii) 60% of either the lowest sale price or the closing bid price, whichever is lower for the Common Stock on the Principal Market during any Trading Day in which the Event of Default has not been cured. If such Common Stock is not traded on the OTCBB, OTCQB, NASDAQ or NYSE, then such sale price shall be the sale price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no sale price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If such sale price cannot be calculated for such security on such date in the manner provided above, such price shall be the fair market value as mutually determined by the Company and the Purchaser. If the Company’s Common stock is chilled for deposit at DTC, becomes chilled at any point while this Note remains outstanding or deposit or other additional fees are payable due to a Yield Sign, Stop Sign or other trading restrictions, or if the closing sale price at any time falls below $0.01 (as appropriately and equitably adjusted for stock splits, stock dividends, stock contributions and similar events), then such 60% figure specified above shall be reduced to 45%. In the event that the shares of the Company’s Common Stock are not deliverable via DWAC following the conversion of any amount hereunder, an additional 5% discount will be attributed to the Conversion Price. Additionally, the Company acknowledges that it will take all reasonable steps necessary or appropriate, including providing a board of directors resolution authorizing the issuance of common stock to Purchaser.

The Company determined that the conversion feature met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock therefore the embedded conversion option is bifurcated once the note becomes convertible and accounted for it as a derivative liability. The fair value of the conversion feature is recorded as a debt discount and amortized to interest expense over the term of the note.

The Company valued the conversion feature using the Black Scholes valuation model. The fair value of the derivative liability for all the notes and warrants that became convertible as of March 31, 2017 and December 31, 2016 amounted to $260,771 and $2,577,652, respectively. During the three months ended March 31, 2017 and 2016, $24,631 and $263,879 of the value assigned to the derivative liability was recognized as a debt discount to the notes and warrants, $0 and $284,380 was recognized as a “day 1” derivative loss, respectively.

During the three months ended March 31, 2017, convertible notes totaled $85,550 and $6,023 accrued interest were converted into 4,642,725 common shares with the recognition of gain on note conversion at $69,389.

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Warrants

We accounted for the issuance of the Warrants in accordance with ASC 815 as a derivative (see Note 6).

Fiscal Year 2016

On March 28, 2016, the Company issued a Convertible Note in the amount of $250,000 and warrants to purchase up to 250,000 shares of our common stock. The warrants are exercisable into 250,000 shares of common stock, for a period of five years from issuance, at a price of $0.40 per share.

On September 12, 2016, the Company issued a Convertible Note in the amount of $101,511 and warrants to purchase up to 50,755 shares of our common stock. The warrants are exercisable into 50,775 shares of common stock, for a period of one year from issuance, at 120% of the lowest trading price during 20 trading day prior to the exercise date.

On September 12, 2016, the Company issued a Convertible Note in the amount of $150,000 of which $150,000 was received as of December 31, 2016, and warrants to purchase up to 75,000 shares of our common stock. The warrants are exercisable into 75,000 shares of common stock, for a period of one year from issuance, at 120% of the lowest trading price during 20 trading day prior to the exercise date.

On September 21, 2016, the Company issued Convertible Notes in the amount of $150,000 of which $150,000 was received as of December 31, 2016, and warrants to purchase up to 75,000 shares of our common stock. The warrants are exercisable into 75,000 shares of common stock, for a period of one year from issuance, at 120% of the lowest trading price during 20 trading day prior to the exercise date.

1^st Quarter 2017

During the three months ended March 31, 2017, the Company issued a total of 3,136,500 stock warrants as follows:

· On January 30, 2017, the Company entered into a public relations agreement with an unaffiliated party with warrants to purchase up to 2,000,000 shares of common stock. The warrants are exercisable into 2,000,000 shares of common stock, for a period of 3 years, at a price of $0.25 per share. The 2,000,000 warrants are considered tainted and the Company has recorded the related derivative liability.

· On February 21, 2017, the Company entered into a consulting agreement with an unaffiliated party with warrants to purchase up to 1,000,000 shares of common stock. The warrants will be vested and can be exercised into 1,000,000 shares of common stock in 3 months from the agreement date by May 21 2017, for a period of three years from issuance, at a price of $0.02 per share. The related derivative liability for the 1,000,000 warrants will be recorded in May 2017 when they become tainted.

· On February 28, 2017, the Company entered into a share subscription agreement with an unaffiliated party with attached warrants to purchase up to 136,500 shares of common stock. The warrants are exercisable into 136,500 shares of common stock, for a period of two years from issuance, at a price of $0.02 per share. The 136,500 warrants are considered tainted and the Company has recorded the related derivative liabilities.

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The following table summarizes information relating to outstanding and exercisable warrants as of March 31, 2017:

	Warrants Outstanding						Warrants Exercisable
	Number of Shares		Weighted Average Remaining Contractual life (in years)		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
3/28/2016		250,000		3.99	$	0.40		250,000	$	0.40
9/12/2016		75,000		2.42		0.0211		75,000		0.0211
9/12/2016		50,755		2.42		0.0211		50,755		0.0211
9/21/2016		75,000		2.45		0.0211		75,000		0.0211
1/30/2017		2,000,000		2.84		0.2500		2,000,000		0.2500
2/21/2017		1,000,000		0.90		0.0200		-		-
2/28/2017		124,000		1.92		0.0200		124,000		0.0200
2/28/2017		12,500		1.92		0.0200		12,500		0.0200
		3,587,255						2,587,255

A summary of activity during the three months ended March 31, 2017 as follows:

	Warrants Outstanding
			Weighted Average
	Shares		Exercise Price
Balances as of December 31, 2016		450,755	$	0.23
Granted		3,136,500		0.17
Exercised		-		-
Forfeited/canceled		-		-
Balances as of March 31, 2017		3,587,255	$	0.17

 

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NOTE 6. DERIVATIVE LIABILITIES

The Company analyzed the conversion option for derivative accounting consideration under ASC 815, ”Derivatives and Hedging,” and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of March 31, 2017. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note and warrants is estimated using the Black-Scholes valuation model. The following weighted-average assumptions were used in March 31, 2017 and December 31, 2016:

	Three Months Ended		Year Ended
	March 31, 2017		December 31, 2016
Expected term	0.08 - 3.99 years		0.10 - 5.00 years
Expected average volatility	113% - 151%		98% - 169%
Expected dividend yield		-		-
Risk-free interest rate	0.67%-1.72%		0.36% - 1.93%

The following table summarizes the derivative liabilities included in the balance sheet at March 31, 2017:

Fair Value Measurements Using Significant Observable Inputs (Level 3)
Balance - December 31, 2016	$	2,577,652
Addition of new derivative liabilities upon issuance of convertible notes as debt discounts		24,631
Addition of new derivatives liabilities recognized as issuance of warrants as stock based compensation expense		17,737
Reduction of derivatives liabilities from conversion of convertible note to common shares		(81,943	)
Gain on change in fair value of the derivative liabilities		(2,277,306	)
Balance – March 31, 2017	$	260,771

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ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item. The following table summarizes the loss on derivative liability included in the income statement for the three months ended March 31, 2017 and 2016, respectively.

	Three Months Ended
	March 31,
	2017			2016
Day one loss due to derivative liabilities on convertible notes and warrants	$	-		$	284,380
(Gain) Loss on change in fair value of the derivative liabilities		(2,277,306	)		891,770
(Gain) Loss on change in the fair value of derivative liabilities	$	(2,277,306	)	$	1,176,150

NOTE 7. RELATED PARTY CONSIDERATIONS

Management Agreements

Insight entered into Management Agreements with Berlisa B.V., Eagle Consulting LLC and Sterling Skies B.V. (entities that are owned by Messrs. Verweij, van Wijk and de Vries, executive officers of our company and related parties) on July 1, 2014 for a period of one year which expired on June 30, 2015 with a monthly fee of €7,500 per month.

The Company charged $122,448 and $124,552 during the three months ended March 31, 2017 and 2016, respectively to operations for the management fees stemming from these Management Agreements.

As of March 31, 2017 and December 31, 2016, the amount due to related parties was $390,459 and $296,816 and accrued interest on the payable amount of $20,835 and $9,172, respectively.

NOTE 8. CONCENTRATIONS

The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the three months ended March 31, 2017 and 2016. In 2015 Insight Innovators decided to stop with consultancy and move forward as a product company.

	Three Months Ended			Three Months Ended
Customer	March 31, 2017			March 31, 2016
EU PWN		59	%		100	%
US NRECA		41	%		-

$10,733 of our total sales of $18,233 was generated in foreign countries by Insight during the three months ended March 31, 2017. All of our sales were generated in foreign countries by Insight during the three months ended March 31, 2016.

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NOTE 9. STOCKHOLDERS’ DEFICIT

Preferred Stock

The Company has authorized 10,000,000 preferred shares with a par value of $0.001 per share. The Board of Directors is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

Series A Convertible Preferred Stock

The Company has designated 808,000 shares of Series A Convertible Preferred Stock.

The designations, rights and preferences of the Series A Preferred include:

· the stated value of the Series A Preferred is $1.00 per share.

· the shares have no voting rights, provided, however, that for so long as any shares are outstanding, we many not, without the affirmative vote of at least 51% of the then outstanding shares of the Series A Preferred, (a) alter or change adversely the powers, preferences or rights given to the Series A Preferred or alter or amend the Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation (as defined) senior to, or otherwise in pari passu with, the Series A Preferred, (c) amend our articles of incorporation or other charter documents in any manner that adversely affects any rights of the holders, (d) increase the number of authorized shares of Series A Preferred, or (e) enter into any agreement with respect to any of the foregoing.

· each share is convertible at the option of the holder based upon a conversion price of $0.1778 ($0.0296 per share post forward stock split), into shares of our common stock at any time. The rate of conversion is subject to adjustment as discussed below.

· Upon our liquidation, dissolution or winding-up, the holders will be entitled to receive out of our assets, whether capital or surplus, an amount equal to the stated value per share, $1.00, plus any accrued and unpaid dividends thereon.

· the conversion price of the Series A Preferred is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events by adjustment of the conversion price by its multiplication by a fraction the numerator of which is the number of shares of common stock outstanding immediately before such event, and the denominator of which is the number of shares outstanding immediately after such event.

· If, at any time while the Series A Preferred is outstanding, the Company or any subsidiary, as applicable sells or grants any option to purchase or sells or grants any right to re-price, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any common stock or common stock equivalents entitling any person to acquire shares of common stock at an effective price per share that is lower than a conversion price then in effect for any of the Series A Preferred, as adjusted, then the conversion price for shares of Series A Preferred shall be reduced to equal the lower issuance price.

· As long as any shares of Series A Preferred are outstanding, unless the holders of at least 51% in Stated Value of the then outstanding shares of such Series A Preferred shall have given prior written consent, the Corporation shall not, and shall not permit any Subsidiary to, directly or indirectly:   a) The Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents (or a combination of units thereof) involving a variable rate transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of common stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of common stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the common stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price.

During the three months ended March 31, 2017, 105,946 shares of Series A Convertible Preferred Stock were converted into 3,579,256 shares of common stock.

As of March 31, 2017 and December 31, 2016, the Company had 94,333 and 200,279, respectively, shares of Series A Convertible preferred stock issued and outstanding, respectively.

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Common Stock

The Company has authorized 500,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

During the three months ended March 31, 2017, the Company issued 9,586,981 shares of common stock, as follows:

· 1,365,000 shares of common stock issued for net proceeds of $27,300.

· 3,579,256 shares of common stock in a conversion of 105,946 shares of Series A Convertible Preferred Stock.

· 4,642,725 shares of common stock in a conversion of $85,550 of Convertible Notes and accrued interest $6,023 valued at $104,128.

As at March 31, 2017 and December 31, 2016, the Company had 107,044,378 and 97,457,397 shares of common stock issued and outstanding, respectively.

NOTE 10. INCENTIVE STOCK PLANS

2015 Stock Option Grants

We granted stock options, which was adopted by our board of directors on December 21, 2015, provides for equity incentives to be granted to our employees, executive officers or directors.

During the year ended December 31, 2015 we issued options to purchase an aggregate of 8,173,686 shares of our unregistered common stock at a price of $.04893 per share for 1/3 of the shares, $.05873 per share for 1/3 of the shares, and $.06852 per share for 1/3 of the shares. The options had an aggregate value totaling $71,630 were issued to Messrs. Verweij, van Wijk and de Vries, executive officers of our company.

A summary of activity during the three months ended March 31, 2017 follows:

	Options Outstanding
			Weighted-		Fair Value
	Number of		Average		on Grant		Intrinsic
	Shares		Exercise Price		Date		Value
Balances as of December 31, 2016		8,173,686	$	0.0587	$	71,630	$	2,997
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited/canceled		-		-		-		-
Balances as of March 31, 2017		8,173,686	$	0.0587	$	71,630	$	-

The outstanding options have a weighted-average remaining contract term of 3.73 years. As of March 31, 2017, all options remain unvested.

One-third of the options granted vest at the end of the first, second and third year after the date of the award date of December 21, 2015. After vesting, the option generally can be exercised for the period remaining in the 5-year term from issuance date. Total compensation cost expected to be recognized for unvested options at March 31, 2017 amounted to $22,568. During the three months ended March 31, 2017 and 2016, the Company charged to operations stock based compensation expense of $4,910 and $10,842, respectively.

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The fair value of each option on the date of grant is estimated using the Black Scholes option valuation model. The following weighted-average assumptions were used for options granted during the year ended December 31, 2015: 

	Year Ended December 31,
	2015
Expected term	5 years
Expected average volatility		95	%
Expected dividend yield		-
Risk-free interest rate		1.67	%
Expected annual forfeiture rate		-

The following table summarizes information relating to outstanding and exercisable stock options as of March 31, 2017:

Options Outstanding						Options Exercisable
Number of Shares		Weighted Average Remaining Contractual life (in years)		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
	8,173,686		3.73	$	0.0587		2,724,562	$	0.0489

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the stock options at March 31, 2017 for those stock options for which the quoted market price was in excess of the exercise price (“in-the-money options”). As of March 31, 2017, 2,724,562 options to purchase shares of common stock were exercisable and the intrinsic values of these options are $nil. As of March 31, 2017, the intrinsic value of 5,449,124 outstanding options is nil, as these options to employees vest in the future periods.

NOTE 11. COMMITMENTS AND CONTINGENCIES

Rent commitment

Insight leases approximately 4,000 square feet of space at Nijverheidsweg Noord 78, 3812PM Amersfoort, The Netherlands. The terms of the lease require that Insight pay €1,500 per month (approximately $1,590 per month) on a month to month basis.

Total rent expenses for the three months ended March 31, 2017 and 2016 were $4,770 and $4,995, respectively. Rent payable as of March 31, 2017 and December 31, 2016 amounted to $23,305 and $17,152, respectively and included under accounts payable in the consolidated balance sheet.

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Employment Agreements

Arend D. Verweij. Under the terms of the December 21, 2015 employment agreement we entered into with Mr. Verweij, he agreed to serve as our Chief Executive Officer and Chairman of the board of directors for a period of two years, that term automatically renewable for one year periods thereafter unless notice by either of Mr. Verweij or us is provided to the other to the contrary within 30 days prior to the expiration of any such period. The employment agreement provides for, among other things, Mr. Verweij’s full time service in our U.S. offices, for a base annual salary in the amount of $180,000, subject to the possible increase at each anniversary thereof to be determined by a majority of the independent members of the board of directors in its discretion; provided, however, that Mr. Verweij’s annual salary will be increased to $252,000 upon our entry into fully executed contracts with at least three customers who are unrelated parties that have a minimum of 500 users of the software system being licensed by our subsidiary, Insight, and each of such three contracts are in full force and effect.

Additionally, Mr. Verweij is eligible to receive a performance bonus during each year of employment of up to 100% of the base salary. The award of each year’s performance bonus, if any, is to be based upon certain performance criteria specified in the employment agreement and to be further determined by a majority of the independent members of the board of directors or a compensation committee to be made up of at least a majority of independent members appointed by the board or directors. Moreover, Mr. Verweij will receive a stock option grant entitling him to purchase an aggregate of 3,065,130 shares of our common stock which vests one-third on each of the three anniversary dates of his employment, but only if he is still in our employ on the date of vesting. The exercise prices of the option shares as to one third their number on their three respective vesting anniversaries are $0.04893, $0.05873 and $0.06852 per share. The number of unvested option shares available as of a given time during his employ are subject to appropriate adjustment in the event we undertake or undergo, as applicable, a stock split, reverse stock split, merger, recapitalization and similar transactions, and should Mr. Verweij cease to be in our employ, except for under certain specified circumstances, he will have one month to exercise vested options or otherwise they will become void. Those certain specified circumstances are his termination by us without cause, his termination for good reason, or his termination by reason of a change in control.

Further, Mr. Verweij shall be entitled to five weeks’ paid vacation, as well as in respect of all conventional holidays, a $1,500 monthly health insurance allowance, reimbursement of his out of pocket expenses incurred in connection with his employment, and such other perquisites and benefits as are or as may be made available to other of our executive employees. As of the date of this report, the board of directors has not established a complete set of performance benchmarks for purposes of determining bonuses payable to Mr. Verweij or other of our executives.

If Mr. Verweij’s employment is terminated by us, for cause, or by Mr. Verweij without good reason, he shall be entitled to be paid his accrued salary through, and earned but unused compensated absence time as of, the date of termination, but all remaining unvested stock options will be immediately forfeited by him.

Should we terminate Mr. Verweij’s employment without cause, or should he terminate the same for good reason, he shall be entitled to (i) be paid his then current base salary earned through the date of termination, together with all reimbursements and other amounts owed to him through such date pursuant, including any accrued but unused vacation/holiday time, (ii) an amount equal to one hundred percent (100%) of the greater of (A) his bonus for the year of termination or (B) the bonus actually earned for the year prior to the year of termination, if any, (iii) a lump-sum severance payment severance in an amount equal to the lesser of (A) one (1) times the base salary in the year of such termination or (B) the amount of base salary owed to him for the remainder of the first two years of his employment, (iv) we will continue to provide him with those medical, life and disability insurance benefits, if any, which are provided to him on the last day of his employment by us (or reimburse him for COBRA) for a period of five years, and (v) all stock options granted to him shall immediately vest, and any transfer restrictions thereon shall cease to be effective.

Finally, during the term of his employment and for a period of (i) one year thereafter if we terminate his employment without cause or he terminates his employment for good reason or (ii) two years otherwise, Mr. Verweij agreed to not engage in any competitive business or activities anywhere in the world, and during and subsequent to his employment, he has agreed to keep certain of our important or sensitive information confidential.

Geurt van Wijk. Under the terms of the December 21, 2015 employment agreement we entered into with Mr. van Wijk, he agreed to serve as our Chief Operating Officer for a period of two years, that term automatically renewable for one year periods thereafter unless notice by either of Mr. van Wijk or us is provided to the other to the contrary within 30 days prior to the expiration of any such period. The employment agreement provides for, among other things, Mr. van Wijk’s full time service from our offices in the Netherlands, for a base annual salary equal to EURO 120,000, subject to the possible increase at each anniversary thereof to be determined by a majority of the independent members of the board of directors in its discretion; provided, however, that Mr. van Wijk’s annual salary will be increased to EURO 150,000 upon our entry into fully executed contracts with at least three customers who are unrelated parties that have a minimum of 500 users of the software system being licensed by our subsidiary, Insight, and each of such three contracts are in full force and effect.

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Additionally, Mr. van Wijk is eligible to receive a performance bonus during each year of employment of up to 75% of the base salary. The award of each year’s performance bonus, if any, is to be based upon certain performance criteria specified in the employment agreement and to be further determined by a majority of the independent members of the board of directors or a compensation committee to be made up of at least a majority of independent members appointed by the board or directors. Moreover, Mr. van Wijk will receive a stock option grant entitling him to purchase an aggregate of 2,554,278 shares of our common stock which vest one-third on each of the three anniversary dates of his employment, but only if he is still in our employ on the vesting dates. The exercise prices of the option shares as to one third their number on their three respective vesting anniversaries are $0.04893, $0.05873 and $0.06852 per share. The number of unvested option shares available as of a given time during his employ are subject to appropriate adjustment in the event we undertake or undergo, as applicable, a stock split, reverse stock split, merger, recapitalization and similar transactions, and should Mr. van Wijk cease to be in our employ, except for under certain specified circumstances, he will have one month to exercise vested options or otherwise they will become void. Those certain specified circumstances are his termination by us without cause, his termination for good reason, or his termination by reason of a change in control.

Further, Mr. van Wijk shall be entitled to five weeks’ paid vacation, as well as in respect of all conventional holidays, a EURO 1,350 monthly vehicle allowance, which will stop when his annual base salary reaches EURO 150,000, reimbursement of his out of pocket expenses incurred in connection with his employment, and such other perquisites and benefits as are or as may be made available to other of our executive employees. As of the date of this report, the board of directors has not established a complete set of performance benchmarks for purposes of determining bonuses payable to Mr. van Wijk or other of our executives.

If Mr. van Wijk’s employment is terminated by us, for cause, or by Mr. van Wijk without good reason, he shall be entitled to be paid his accrued salary through, and earned but unused compensated absence time as of, the date of termination, but all remaining unvested stock options will be immediately forfeited by him.

Should we terminate Mr. van Wijk’s employment without cause, or should he terminate the same for good reason, he shall be entitled to (i) be paid his then current base salary earned through the date of termination, together with all reimbursements and other amounts owed to him through such date pursuant, including any accrued but unused vacation/holiday time, (ii) an amount equal to one hundred percent (100%) of the greater of (A) his bonus for the year of termination or (B) the bonus actually earned for the year prior to the year of termination, if any, (iii) a lump-sum severance payment severance in an amount equal to the lesser of (A) one (1) times the base salary in the year of such termination or (B) the amount of base salary owed to him for the remainder of the first two years of his employment, (iv) we will continue to provide him with those medical, life and disability insurance benefits, if any, which are provided to him on the last day of his employment by us (or reimburse him for COBRA) for a period of five years, and (v) all stock options granted to him shall immediately vest, and any transfer restrictions thereon shall cease to be effective.

Finally, during the term of his employment and for a period of (i) one year thereafter if we terminate his employment without cause or he terminates his employment for good reason or (ii) two years otherwise, Mr. van Wijk agreed to not engage in any competitive business or activities anywhere in the world, and during and subsequent to his employment, he has agreed to keep certain of our important or sensitive information confidential.

Remy de Vries. As of December 21, 2015, we entered additionally into an employment agreement with Mr. de Vries to serve as our Chief Technology Officer for a period of two years, that term automatically renewable for one year periods thereafter unless notice by either of Mr. de Vries or us is provided to the other to the contrary within 30 days prior to the expiration of any such period. The employment agreement provides for, among other things, Mr. de Vries’ full time service from our offices in the Netherlands, for a base annual salary equal to EURO 120,000, subject to the possible increase at each anniversary thereof to be determined by a majority of the independent members of the board of directors in its discretion; provided, however, that Mr. de Vries’ annual salary will be increased to EURO 150,000 upon our entry into fully executed contracts with at least three customers who are unrelated parties that have a minimum of 500 users of the software system being licensed by our subsidiary, Insight, and each of such three contracts are in full force and effect.

Additionally, Mr. de Vries is eligible to receive a performance bonus during each year of employment of up to 75% of the base salary. The award of each year’s performance bonus, if any, is to be based upon certain performance criteria specified in the employment agreement and to be further determined by a majority of the independent members of the board of directors or a compensation committee to be made up of at least a majority of independent members appointed by the board or directors. Moreover, Mr. de Vries will receive a stock option grant entitling him to purchase an aggregate of 2,554,278 shares of our common stock which vest one-third on each of the anniversary dates of his employment, but only if he is still in our employ on the vesting date. The exercise prices of the option shares as to one third their number on their three respective vesting anniversaries are $0.04893, $0.05873 and $0.06852 per share. The number of unvested option shares available as of a given time during his employ are subject to appropriate adjustment in the event we undertake or undergo, as applicable, a stock split, reverse stock split, merger, recapitalization and similar transactions, and should Mr. de Vries cease to be in our employ, except for under certain specified circumstances, he will have one month to exercise vested options or otherwise they will become void. Those certain specified circumstances are his termination by us without cause, his termination for good reason, or his termination by reason of a change in control.

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Further, Mr. de Vries shall be entitled to five weeks’ paid vacation, as well as in respect of all conventional holidays, a EURO 1,350 monthly vehicle allowance, which will stop when his annual base salary reaches EURO 150,000, reimbursement of his out of pocket expenses incurred in connection with his employment, and such other perquisites and benefits as are or as may be made available to other of our executive employees. As of the date of this report, the board of directors has not established a complete set of performance benchmarks for purposes of determining bonuses payable to Mr. de Vries or other of our executives.

If Mr. de Vries’ employment is terminated by us, for cause, or by Mr. de Vries without good reason, he shall be entitled to be paid his accrued salary through, and earned but unused compensated absence time as of, the date of termination, but all remaining unvested stock options will be immediately forfeited by him.

Should we terminate Mr. de Vries’ employment without cause, or should he terminate the same for good reason, he shall be entitled to (i) be paid his then current base salary earned through the date of termination, together with all reimbursements and other amounts owed to him through such date pursuant, including any accrued but unused vacation/holiday time, (ii) an amount equal to one hundred percent (100%) of the greater of (A) his bonus for the year of termination or (B) the bonus actually earned for the year prior to the year of termination, if any, (iii) a lump-sum severance payment severance in an amount equal to the lesser of (A) one (1) times the base salary in the year of such termination or (B) the amount of base salary owed to him for the remainder of the first two years of his employment, (iv) we will continue to provide him with those medical, life and disability insurance benefits, if any, which are provided to him on the last day of his employment by us (or reimburse him for COBRA) for a period of five years, and (v) all stock options granted to him shall immediately vest, and any transfer restrictions thereon shall cease to be effective.

Finally, during the term of his employment and for a period of (i) one year thereafter if we terminate his employment without cause or he terminates his employment for good reason or (ii) two years otherwise, Mr. de Vries agreed to not engage in any competitive business or activities anywhere in the world, and during and subsequent to his employment, he has agreed to keep certain of our important or sensitive information confidential.

Litigation

From time to time we may be a defendant and/or plaintiff in various other legal proceedings arising in the normal course of our business. We are currently not a party to any material legal proceedings or government actions, including any bankruptcy, receivership, or similar proceedings. In addition, we are not aware of any known litigation or liabilities involving the operators of our properties that could affect our operations. Furthermore, as of the date, our management is not aware of any proceedings to which any of our directors, officers, or affiliates, or any associate of any such director, officer, affiliate, or security holder is a party adverse to our company or has a material interest adverse to us.

NOTE 12. SUBSEQUENT EVENTS

Issuance of Common Stock

Subsequent to March 31, 2017, the Company issued 10,272,988 shares of common stock for the conversion of convertible notes in the principal amount of $68,884.

Convertible Notes

The Company sold to AUCTUS FUND, LLC, a Delaware limited liability company (the “Purchaser”) a 10% Convertible Note in the principal amount of $168,500 (the “Note”) for a purchase price of $168,500. The Note was funded and the transaction closed on April 12, 2017. The Note matures on January 10, 2018 (the “Maturity Date”). Interest accrues daily on the outstanding principal amount of the Note at a rate per annum equal to 10% on the basis of a 365-day year. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty-four (24%) per annum. The principal amount of the Note and interest are payable on the Maturity Date. The Note is convertible into common stock, subject to Rule 144, at any time after the issue date of the Note at a conversion price of $0.04 per share of the Company’s Common Stock, subject to adjustment as set forth in Sections 1.2 – 1.9 of the Note therein, including, without limitation Prepayment of the Note pursuant to Section 1.9 therein.

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Effective on May 2, 2017 the Company sold to Crown Bridge Partners, LLC (“Investor”) a convertible promissory note in the principal amount of $55,000 for a purchase price of $45,000. The Note bears interest at the rate of 1% per year. The Note matures on April 10, 2018. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty-two (22%) per annum. The principal amount of the Note and interest are payable on its maturity date. The Investor is entitled to, at any time or from time to time, convert the Note into shares of the Company’s common stock, at a conversion price per share equal to seventy five percent (75%) of the lowest traded price of the common stock for the twenty (20) trading days immediately preceding the date of the date of conversion, upon the terms and subject to the conditions of the Note. The conversion price of the Note is subject to adjustment in the event of stock splits, stock dividends and similar corporate events. In addition, the conversion price is subject to adjustment if we issue or sell convertible promissory notes that are convertible for a consideration per share less than the conversion price then in effect or includes a longer look back period than provided in the Note. If this should occur, the conversion price is reduced to the lowest price at which these securities were issued or are exercisable or in the case of a more favorable look back period, the look back period shall be adjusted to such greater number of days. The Note contains representations, warranties, events of default, beneficial ownership limitations, prepayment options, and other provisions that are customary of similar instruments.

The Note is not convertible to the extent that (a) the number of shares of the Company’s common stock beneficially owned by the Investor and (b) the number of shares of the Company’s common stock issuable upon the conversion of the Note or otherwise would result in the beneficial ownership by Investor of more than 4.99% of the Company’s then outstanding common stock. This ownership limitation can be increased or decreased to any percentage not exceeding 9.99% by the Investor upon a notice of 61 days to us.

Series B Preferred Stock

On May 11, 2017, the Company filed a certificate of designation, preferences and rights of Series B Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada to designate 1,500,000 shares of its previously authorized preferred stock as Series B Preferred Stock. The holders of shares of Series B Preferred Stock that are not entitled to dividends or distributions have the following voting rights:

· Each share of Series B Preferred Stock entitles the holder to 250 votes on all matters submitted to a vote of the Company’s stockholders. In the event that such votes do not total at least 51% of all votes, then the votes cast by the holders of the Series B Preferred Stock shall be equal to 51% of all votes cast at any meeting of the Company’s stockholders or any issue put to the stockholders for voting.

· Except as otherwise provided in the Certificate of Designation, the holders of Series B Preferred Stock, the holders of Company common stock and the holders of shares of any other Company capital stock having general voting rights and shall vote together as one class on all matters submitted to a vote of the Company’s stockholders.

· The holders of the Series B Preferred Stock do not have any conversion rights.

On May 12, 2017, the Company entered into investment agreements (the “Investment Agreements”) with three entities in which Arend D. Verweij, Geurt van Wijk and Remy de Vries, individuals who are either executive officers and directors or both of the Company, have a pecuniary interest in and exercise voting and dispositive control over. Pursuant to the terms of each of the respective Investment Agreements, the Company sold to each of the three entities 500,000 shares of the Series B Preferred Stock at a purchase price of $500 ($0.001 per share).

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ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and associated notes appearing elsewhere in this Report on Form 10-Q. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by any forward-looking statements as a result of various factors, including the risks and uncertainties described under “Risk Factors.”, as set forth in our Annual Report on Form 10-K filed with the SEC on March 31, 2017.

Accounting Periods. We define our accounting periods as follows:

· “2016”-January 1, 2016 through December 31, 2016,

· “first quarter of 2016”-January 1, 2016 through March 31, 2016,

· “2017”-January 1, 2017 through December 31, 2017,

· “first quarter of 2017”-January 1, 2017 through March 31, 2017.

Recapitalization, Change in Fiscal Year. Our acquisition of Insight Innovators, B.V., a Dutch corporation (“Insight Innovators”) discussed below was accounted for as a recapitalization of Insight Innovators since the shareholders of Insight Innovators obtained voting and managing control of our company. Insight Innovators was the acquirer for financial reporting purposes and IDdriven, Inc. was the acquired company. Consequently, the consolidated financial statements after completion of the acquisition include the assets and liabilities of both IDdriven, Inc. and Insight Innovators, the historical operations of Insight Innovators and their consolidated operations from the December 21, 2015 closing date of the acquisition. Insight Innovators retroactively applied its recapitalization for all periods presented in the accompanying consolidated financial statements. On January 21, 2016, our Board of Directors approved a change in our fiscal year following our acquisition of Insight Innovators and adopted the fiscal year end of Insight Innovators thereby changing our fiscal year end from February 28 to December 31. The financial statements included in this report reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.

Company Overview

We are an enterprise software company that has developed and launched implementation and sales in 2016 of a next generation identity and access management (“IAM”) enterprise solution into a demand driven market. IAM is a solution that helps end-users to ensure that access across multiple technological environments is granted only to the right individuals. IAM solutions provide secure, identity-based access to various systems, applications, and information from any location. Thus, IAM solutions minimize the risk of fraudulent activities, thereby preventing the misuse of data. IAM solutions are being widely adopted by large and medium-scale enterprises as well as government departments.

Our flagship product - IDdriven - is designed to manage large volumes of users and access rights over various applications in hybrid environments (cloud and on-premise). IDdriven is a superior, next-gen hybrid cloud-based solution and the new state of the art software delivered as a service (Software as a Service or “SaaS”). It is dynamic, seamless, scalable, and flexible with the widest array of features. Its plug & play functionality enables a new, untapped small and medium-sized enterprises (SME) marketplace.

Marketing Strategy

We use different marketing channels to reach two different categories of customer:

· Small & Medium Enterprises (SME) (<500 subscribers) – via reseller channels and

· Large companies (500+) via channel partners.

We are a cost-effective SaaS solution suitable to companies in all industries of any size. SME’s will be able to download IDdriven and pay with a credit card to capitalize on the program’s simple, plug & play installation. Large companies typically use a channel partner for a more sophisticated implementation to utilize IDdriven’s advanced features not needed by SME’s.

Utilizing the relationships of our senior management with the Microsoft Product Group since 2010, we continue to build our brand within the IAM industry. We also work with our partners and customers for joint news releases and case studies. We will continue our internal marketing activities, including following editorial calendars of various trade and vertical publications, seeking speaking engagements for our CEO, and publishing industry articles.

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Business Update

We have been steadily building out our IAM solution and infrastructure. In October 2016 we released upgrades to IDdriven’s original suite of industry leading functions that included role-based and zone-based access control, authorization management, certification and reporting. The new release also included the following new functionality, parts of had been incorporated incrementally since the last summer and are already in active customer use: 1) enhanced account management; 2) ability to configure roles using built-in visual tools; 3) upgraded graphic user interface; and 4) setting role hierarchy.

We continue to build up our distribution channel with our existing marketing and implementation partners as well as our customer enterprise pipeline and customer base. The enterprise sales cycle has been longer than forecasted, but we are starting to see results as we build our pipeline of prospect. We also have recently introduced the small and medium enterprise market which we expect to have a shorter sales cycle. Cybersecurity, data protection and employee access has been getting more and more attention due to increasing threats to data networks. Our IDdriven enterprise solution continues to address these increasing needs.

We continue to see a gradual rise in users on a sequential basis and on a comparative quarterly basis as we see momentum building in our current user base as customer’s complete systems testing and move into the implementation phase of their use of our IAM solution.

Our History

We were incorporated in Nevada on January 27, 2014 under the name TiXFi, Inc. and engaged in buying and reselling tickets to end users. Insight Innovators B.V., was incorporated on May 22, 2013 in the Netherlands and has its registered corporate seat in Amersfoort, The Netherlands. On December 21, 2015, we completed a reverse merger with Insight Innovators, pursuant to which we issued 55,980,000 shares of our unregistered common stock to the shareholders of Insight Innovators in exchange for 40,074 shares of its common stock, representing 100% of its issued and outstanding common stock (the “Share Exchange”) and assumed $46,000 of Insight’s debts. In conjunction with the Share Exchange, we purchased 12,000,000 shares of our common stock from Paula Martin, our former Chief Executive Officer and sole director, for a price of approximately $0.0125 per share (an aggregate of $150,000) pursuant to the terms of a Stock Redemption Agreement dated December 21, 2015 (the “Stock Redemption Agreement”). In addition, Ms. Martin acquired all assets and liabilities related our online ticket brokerage business in exchange for the cancellation by Ms. Martin of 18,000,000 shares of our common stock she held. Following this transaction, Insight Innovators became a wholly owned subsidiary of our company. Thereafter, we changed our name from TiXFi, Inc. to IDdriven, Inc. After the reverse merger, we continued Insight Innovator’s historical and proposed business.

Results of Operations for the Three Months Ended March 31, 2017 Compared to the Three Months Ended March 31, 2016

The following comparative analysis on results of operations was based primarily on the comparative unaudited condensed consolidated financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the unaudited condensed consolidated financial statements and the notes to those statements that are included elsewhere in this report. The results related to the operation of our enterprise software business do not include the historical results of operations of TiXFi, Inc. prior to December 21, 2015 when we acquired Insight Innovators as noted above.

Overview

The beginning of 2017 shows the build-up of recurring revenues of our SaaS platform, with our initial customers starting to move to the next phase of their utilization of our IAS solution.

For the first quarter of 2017, we have generated losses from operations. As of March 31, 2017, our accumulated deficit was $3,497,809. Our loss from operations for first quarter of 2017 and 2016 was $344,017 and $460,799, respectively. Our cash used in operations was $63,279 and $382,205 for the first quarter of 2017 and 2016, respectively. Our Stockholders’ deficit was $2,105,960 and $4,000,622 as of March 31, 2017 and December 31, 2016, respectively.

	March 31,			December 31,			Change
	2017			2016			Amount			%
Cash and cash equivalents	$	120,866		$	13,174		$	107,692			817	%
Total Assets	$	158,957		$	58,341		$	100,616			172	%
Total Liabilities	$	2,264,917		$	4,058,963		$	(1,794,046	)	(44		)%
Stockholders’ Deficit	$	(2,105,960	)	$	(4,000,622	)	$	1,894,662		(47		)%

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Revenue

	Three Months Ended,
	March 31,				Change
	2017		2016		Amount		%
Revenue	$	18,233	$	1,732	$	16,501		953	%

We recorded net consolidated revenue of $18,233 for the first quarter of 2017, compared to $1,732 for the first quarter of 2016, an increase of $16,501, or 953%. The increase in revenue is directly related to the recurring revenue build-up of customers on our SaaS platform.

Operating Expenses

	Three Months Ended,
	March 31,				Change
	2017		2016		Amount			%
General and administration	$	127,682	$	159,840	$	(32,158	)	(20	)%
Salaries and wages		53,442		94,962		(41,520	)	(44	)%
Stock based compensation		28,184		50,842		(22,658	)	(45	)%
Research and development		29,448		30,949		(1,501	)	(5	)%
Management fees		122,448		124,552		(2,104	)	(2	)%
Depreciation		1,047		1,386		(339	)	(24	)%
	$	362,251	$	462,531	$	(100,280	)	(22	)%

Operating expenses were $362,251 for the first quarter of 2017, compared to $462,531 for the first quarter of 2016, a decrease of $100,280, or 22%. The decrease in operating expenses was largely due to decrease in general and administration expenses primarily attributed to decreased consulting fees, stock based compensation for consulting services, stock option vesting expenses and salary and wages which we implemented in light of our current working capital needs.

Loss from Operations

	Three Months Ended,
	March 31,						Change
	2017			2016			Amount		%
Loss from Operations	$	(344,018	)	$	(460,799	)	$	116,781	(25	)%

Loss from operations decreased to $344,018 for the first quarter of 2017, compared to a loss of $460,799 for the first quarter of 2016, a decrease of $116,781, or 25%. The change was a result of an increase in revenue and reduction in operating expenses discussed above.

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Other Income (Expenses)

	Three Months Ended,
	March 31,						Change
	2017			2016			Amount			%
Interest expense		(245,209	)		(23,581	)		221,628			940	%
Change in fair value of derivative liability		2,277,306			(1,176,150	)		(3,453,456	)	(294)		)%
Gain (loss) on extinguishment of debt		69,389			-			69,389			-
	$	2,101,486		$	(1,199,731	)	$	3,301,217		(275		)%

Other income was $2,101,486 for the first quarter of 2017, compared to other expenses of $1,199,731 for the first quarter of 2016, an increase in other income of $3,301,217. The increase in other income was primarily from significant reduction in fair value of derivative liability related to our convertible notes and warrants and gain recognized from the conversion of notes to common shares during the first quarter of 2017.

Net Income (Loss)

	Three Months Ended,
	March 31,					Change
	2017		2016			Amount		%
Net Income (Loss)	$	1,757,468	$	(1,660,530	)	$	3,417,998	(206	)%

Net income was $1,757,468 for the first quarter of 2017, compared to net loss of $1,660,530 for the first quarter of 2016. The increase in net income of $3,417,998, was a result of other income from the change in fair value of derivative liability, gain on conversion of convertible notes, an increase in revenue and a reduction in operating expenses discussed above.

Our comprehensive income was $1,752,787 for the first quarter of 2017 compared to comprehensive loss $1,663,729 for the first quarter of 2016, as adjusted for unrealized foreign currency translation loss of $4,681 and $3,199, respectively. We recognize foreign currency translation adjustments due to our wholly owned subsidiary (Insight Innovator’s) functional currency being the Euro and our reporting currency being the U.S. Dollar.

 Liquidity and Capital Resources

The following tables present selected financial information on our capital and cash flows as of and for the periods ended March 31, 2017, December 31, 2016 and March 31, 2016:

	March 31,			December 31,			Change
	2017			2016			Amount			%
Current Assets	$	138,188		$	36,924		$	101,264			274	%
Current Liabilities		2,264,917			4,058,963			(1,794,046	)	(44		)%
Working Capital Deficiency	$	(2,126,729	)	$	(4,022,039	)	$	1,895,310		(47		)%

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	Three Months Ended,
	March 31,						Change
	2017			2016			Amount
Cash Flows used in Operating Activities	$	(63,279	)	$	(382,205	)	$	318,926
Cash Flows used in Investing Activities		-			(1,458	)		1,458
Cash Flows provided by Financing Activities		173,146			495,000			(321,854	)
Foreign currency adjustment		(2,175	)		1,226			(3,401	)
Net Increase in Cash During Period	$	107,692		$	112,563		$	(4,871	)

As of March 31, 2017 and December 31, 2016 our current assets were $138,188 and $36,924, respectively. The Company does not believe its existing balances of cash and cash equivalents will be sufficient to satisfy its working capital needs, capital asset purchases, outstanding commitments and other liquidity requirements associated with its existing operations and debt service over the next 12 months.

As of March 31, 2017, our working capital deficiency was $2,126,729, a decrease of $1,895,310 as compared to December 31, 2016 when we had a working capital deficiency of $4,022,039. The change in working capital during the first quarter of 2017 was primarily from a significant decrease in fair value of derivative liability related to our convertible notes and warrants by $2,316,881, from $2,577,652 as of December 31, 2016 to $260,771 as of March 31, 2017.

Net cash used in operating activities during the first quarter of 2017 decreased by $318,926 to $63,279, from $382,205 in the first quarter of 2016. The decrease was primarily due to increase in net income, partially offset by increases in change in fair value of derivative liabilities, amortization of debt discount and increase in payables. 

Net cash used in investing activities for the first quarter of 2017 and 2016 was $nil and $1,458 for the purchase of equipment.

Cash flows from financing activities for the first quarter of 2017 were $173,146 as a result of $145,846 proceeds from issuance of notes payable and $27,300 proceeds from issuance of common stock. During the first quarter of 2016 we had $495,000 cash flow provided by financing activities attributed to $250,000 proceeds from issuance of notes payable and $245,000 proceeds from preferred stock subscription.

Capital Resources

We currently have limited cash resources on hand and our projected operating expenses and working capital needs exceed our income and cash resources. We do not have sufficient cash to carry out our operations over the next 12 months. As a result, capital raising has been and continues to be essential for our continued operations, ongoing sales and marketing efforts and further development of our IDdriven platform. 

Effects of Inflation

For the periods for which financial information is presented, we do not believe that the current levels of inflation in the United States or Europe have had a significant impact on our operations.

Off Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not have any undisclosed borrowings or debt, and we have not entered into any synthetic leases. We are, therefore, not materially exposed to any financing, liquidity, market, or credit risk that could arise if we had engaged in such relationships.

Application of Critical Accounting Policies

We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact on our business operations and any associated risks related to these policies are discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported or expected financial results.

In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”). We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require our most difficult, subjective, and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

31

The material estimates for our company are that of the stock-based compensation recorded for options and warrants issue and the fair of embedded conversion options that are convertible into a variable amount of shares, and the income tax valuation allowance recorded for deferred tax assets. The fair values of options, warrants, and embedded conversion options are determined using the Black-Scholes option pricing model. We have no historical data on the accuracy of these estimates. The estimated sensitivity to change is related to the various variables of the Black-Scholes option pricing model stated below. The specific quantitative variables are included in the notes to the consolidated financial statements. The estimated fair value of options is recognized as expense on the straight-line basis over the options’ vesting periods. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model with the expected life, dividend yield, expected volatility, and risk-free interest rate weighted-average assumptions used for options and warrants granted. Expected volatility for 2017 and 2016 was estimated using the average historical volatility of three public companies offering services similar to ours. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the grant date. The expected life of options is based on the life of the instrument on grant date.

Basis of Accounting and Going Concern

Our unaudited condensed consolidated financial statements have been prepared on the accrual basis of accounting in conformity with GAAP. In addition, the accompanying unaudited condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We generated accumulated losses of approximately $3.5 million through March 31, 2017 and have insufficient working capital and cash flows to support operations. These factors raise substantial doubt about our ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from this uncertainty.

Revenue and Expense Recognition

We recognize revenue when (1) persuasive evidence of an arrangement exists, (2) services have been rendered, (3) the fee is fixed or readily determinable, and (4) collectability is reasonably assured. We recognize revenue in accordance with ASC 605, “Revenue Recognition.” Determination of criteria (iii) and (iv) are based on management’s judgments regarding the fixed nature of the selling prices of the services delivered and the collectability of those amounts. The Company’s agreements do not include general rights of return and do not provide clients with the right to take possession of the software supporting the services being provided. As such, the agreements are accounted for as service contracts.

Revenues from the services rendered are recognized in proportion to the services delivered.

Any amount receivable or received, but unrecognized for revenue recognition purpose is recorded as deferred revenues.

Sales taxes collected from clients and remitted to governmental authorities where applicable are accounted for on a net basis and therefore are excluded from revenues in the statements of operations.

Stock-Based Compensation

ASC 718, “Compensation - Stock Compensation,” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity - Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Share-based expense totaled $28,184 and $50,842 for the three months ended March 31, 2017 and 2016, respectively.

32

Convertible Notes

Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method.

Derivative Financial Instruments

The fair value of an embedded conversion option that is convertible into a variable amount of shares and warrants that include price protection reset provision features are deemed to be “down-round protection” and, therefore, do not meet the scope exception for treatment as a derivative under ASC 815 “Derivatives and Hedging”, since “down-round protection” is not an input into the calculation of the fair value of the conversion option and warrants and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815.

The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.

The Black-Scholes option valuation model was used to estimate the fair value of the conversion options. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time, of other comparative securities, equal to the weighted average life of the options.

Conversion options are recorded as debt discount and are amortized as interest expense over the life of the underlying debt instrument.

Also, refer to Note 2 - Significant Accounting Policies and Note 6 - Derivative Liabilities in the unaudited condensed consolidated financial statements that are included in this Report.

Recent accounting pronouncements

For discussion of recently issued accounting pronouncements, please see Note 2 to the unaudited condensed consolidated financial statements included in this report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company”, we are not required to provide the information under Item 3.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls as of the end of the period covered by this report, March 31, 2017. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Arend D. Verweij, the certifying officer. Based upon that evaluation, our certifying officer concluded that as of the end of the period covered by this report, March 31, 2017, our disclosure controls and procedures are ineffective in timely alerting management to material information relating to us and required to be included in our periodic filings with the Securities and Exchange Commission (the “Commission”).

33

Our certifying officers further concluded that our disclosure controls and procedures are ineffective to ensure that information required to be disclosed by the issuer in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and are also ineffective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow time for decisions regarding required disclosure.

Based on the evaluation described above, our certifying officers have concluded that, as of March 31, 2017, our disclosure controls and procedures were not effective because we did not maintain effective controls over certain aspects of the financial reporting process because we lacked a sufficient complement of accounting personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and there was an inadequate segregation of duties.

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Changes in Internal Controls Over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting identified in connection with the evaluation of our controls performed during the three months ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

34

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

As a “smaller reporting company”, we are not required to provide disclosure under this Item 1A.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On February 28, 2017, the Company issued 1,365,000 shares of its unregistered common stock issued for net proceeds of $27,300.

During the three months ended March 31, 2017 the Company issued 3,579,256 shares of its unregistered common stock upon conversion of 105,946 shares of Series A Convertible Preferred Stock.

During the three months ended March 31, 2017, the Company issued 4,642,725 shares of its unregistered common stock upon conversion of $85,550 of Convertible Notes and accrued interest $6,023 valued at $104,128. 

These shares of our common stock were issued in reliance on the exemption from registration provided by Sections 4(a)(2) and 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act“).

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

Series B Preferred Stock

On May 11, 2017, the Company filed a certificate of designation, preferences and rights of Series B Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada to designate 1,500,000 shares of its previously authorized preferred stock as Series B Preferred Stock. The holders of shares of Series B Preferred Stock that are not entitled to dividends or distributions have the following voting rights:

· Each share of Series B Preferred Stock entitles the holder to 250 votes on all matters submitted to a vote of the Company’s stockholders. In the event that such votes do not total at least 51% of all votes, then the votes cast by the holders of the Series B Preferred Stock shall be equal to 51% of all votes cast at any meeting of the Company’s stockholders or any issue put to the stockholders for voting.

· Except as otherwise provided in the Certificate of Designation, the holders of Series B Preferred Stock, the holders of Company common stock and the holders of shares of any other Company capital stock having general voting rights and shall vote together as one class on all matters submitted to a vote of the Company’s stockholders.

· The holders of the Series B Preferred Stock do not have any conversion rights.

On May 12, 2017, the Company entered into investment agreements (the “Investment Agreements”) with three entities in which Arend D. Verweij, Geurt van Wijk and Remy de Vries, individuals who are either executive officers and directors or both of the Company, have a pecuniary interest in and exercise voting and dispositive control over. Pursuant to the terms of each of the respective Investment Agreements, the Company sold to each of the three entities 500,000 shares of the Series B Preferred Stock at a purchase price of $500 ($0.001 per share).

The issuance of the Series B preferred stock was not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified for exemption under Section 4(a)(2) of the Securities Act. The Series B preferred stock was exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. In addition, these purchasers had the necessary investment intent as required by Section 4(a)(2) of the Securities Act because they agreed to, and will receive, share certificates bearing a legend stating that such securities are restricted from transfer. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.

35

ITEM 6. EXHIBITS.

Exhibit No.	Description
3.3*	Certificate of Designation of Series B Preferred Stock filed with the Nevada Secretary of State on May 11, 2017.
10.1	Securities Purchase Agreement between IDdriven, Inc. and EMA Financial, LLC dated March 27, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on April 12, 2017).
10.2	10% Convertible Note in the principal amount of $168,500 issued by IDdriven, Inc. to EMA Financial, LLC dated March 27, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on April 12, 2017)
10.3	Securities Purchase Agreement between IDdriven, Inc. and Auctus Fund, LLC dated April 10, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on April 18, 2017)
10.4	Convertible Promissory Note in the principal amount of $168,500 issued by IDdriven, Inc. to Acuctus Fund, LLC dated April 10, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on April 18, 2017)
10.5	Securities Purchase Agreement between IDdriven, Inc. and Crown Bridge Partners, LLC dated April 10, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 8, 2017).
10.6	Convertible Promissory Note in the principal amount of $55,000 issued by IDdriven, Inc. to Crown Bridge Partners, LLC dated April 10, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on May 8, 2017).
10.7	Amendment #1 to the Securities Purchase Agreement and Convertible Promissory Note between IDdriven, Inc. and Crown Bridge Partners, LLC dated April 10, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on May 8, 2017).
10.8*	Form of Investment Agreement between IDdriven, Inc. and purchasers of IDdriven, Inc. Series B Preferred Stock.
31.1*	Section 302 Certificate of Chief Executive Officer and Chief Financial Officer.
32.1*	Section 906 Certificate of Chief Executive Officer and Principal Financial and Accounting Officer.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.INS*	XBRL Taxonomy Extension Calculation Linkbase Document
101.INS*	XBRL Taxonomy Extension Definition Linkbase Document
101.INS*	XBRL Taxonomy Extension Label Linkbase Document
101.INS*	XBRL Taxonomy Extension Presentation Linkbase Document

____________ 

* Filed herewith.

36

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	IDdriven, Inc.
Date: May 17, 2017	By:	/s/ Arend D. Verweij
		Arend D. Verweij
		Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer and Principal Financial and Accounting Officer)

37

EX-3.3

EXHIBIT 3.3

 

 

 

EX-10.8

EXHIBIT 10.8

FORM OF

INVESTMENT AGREEMENT

This Investment Agreement (this “Agreement”) is made and entered into as of May ___, 2017, by and between IDdriven, Inc., a Nevada corporation (the “Company”) and [__] (“Purchaser”).

RECITALS

A. The Company has authorized and filed the Certificate of Designation, Preferences, and Rights of Series B Preferred Stock with the Nevada Secretary of State on May 11, 2017 (the “Series B Preferred” and the “Certificate”);

B. The Company has authorized the sale and issuance of 1,500,000 shares of the Series B Preferred (the “Shares”), a portion of which will be issued and sold to Purchaser pursuant to this Agreement;

B. Purchaser, the [__] of the Company, desires to purchase the Shares on the terms and conditions set forth herein and to provide further consideration in exchange for the Company filing the Certificate with the Nevada Secretary of State; and

C. The Company desires to issue and sell the Shares on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Purchase. The undersigned Purchaser hereby subscribes for 500,000 shares of the Series B Preferred, ownership of which shall vest immediately, in exchange for $500.00 (the “Purchase Price”) payable to the Company at Closing (defined below).

2. Closing. The closing of the sale and purchase of the Shares and other transactions contemplated hereby will take place at a time or place as the Company and Purchaser may mutually agree (the “Closing”).

3. Transactions to be Effected at the Closing.

3.1 At the Closing, Purchaser will deliver to Company:

(a) The Purchase Price to the account designated by the Company; and

(b) All other agreements, documents, instruments, and certificates required to be delivered to the Company pursuant to this Agreement.

3.2 At the Closing, the Company will deliver to Purchaser:

(a) A fully signed copy of this Agreement which shall evidence the Shares, free and clear of any liens and encumbrances; and

(b) all other agreements, documents, instruments, and certificates required to be delivered to Purchaser pursuant to this Agreement.

1

4. Status as an Officer, Director and Current Shareholder. The Purchaser hereby acknowledges that [__] of the Company.

5. Representations and Warranties. The Purchaser hereby represents and warrants to the Company as follows:

5.1 Investment Purposes. The Purchaser is acquiring the Shares for his own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in the amount of restricted Shares the Purchaser is acquiring herein. Further, the Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the restricted Shares the Purchaser is acquiring.

5.2 Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, and are being sold in reliance upon a specific exemption from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”) which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

5.3 No Public Market. The Purchaser understands that no public market now exists for the Shares, and that the Company has made no assurances that a public market will ever exist for the Shares.

5.4 Legends. The Purchaser understands that the Shares may bear one or all of the following legends:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

2

5.5 Any legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate so legended.

6. Binding Agreement. The Purchaser agrees that the Purchaser may not cancel, terminate or revoke this Agreement or any agreement of the Purchaser made hereunder, and that this Agreement shall survive the death or disability of the Purchaser and shall be binding upon the heirs, successors, assigns, executors, administrators, guardians, conservators or personal representatives of the Purchaser.

7. Notices. All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered or certified mail, return receipt requested, postage prepaid to Purchaser at the address set forth below and to the Company at the address set forth below, or at such other place as the Company may designate by written notice to Purchaser.

8. Applicable Law. This Agreement and all amendments hereto shall be governed by and construed in accordance with the laws of the State of Nevada.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

IDdriven, Inc.:

By:

Name: Arend D. Verweij

Title: Chief Executive Officer

[__]

3

EX-31.1

EXHIBIT 31.1 

Rule 13a-14(a)/15d-14(a) Certification

I, Arend D. Verweij, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 of IDdriven, Inc. (the “registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition and results of operations of the Registrant as of, and for, the periods presented in this report;
4.	The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: May 17, 2017

/s/ Arend D. Verweij

Arend D. Verweij, Chief Executive Officer
(Principal Executive Officer and Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

Certification of the Chief Executive Officer and Chief Financial Officer of IDdriven, Inc. pursuant to Section 906 of the Sarbanes Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of IDdriven, Inc. (the “Company”) for the quarterly period ended March 31, 2017 as filed with the Securities and Exchange Commission (the “Report”), I, Arend D. Verweij, Chief Executive Officer and Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 17, 2017	By:	/s/ Arend D. Verweij
		Arend D. Verweij
		Chief Executive Officer
		(Principal Executive Officer and Principal Financial and Accounting Officer)

This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference. 

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 15, 2017
Document And Entity Information [Abstract]
Entity Registrant Name	IDdriven, Inc.
Entity Central Index Key	0001605024
Trading Symbol	iddr
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		117,317,366
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q1

XML

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current Assets
Cash and cash equivalents	$ 120,866	$ 13,174
Accounts receivable	6,719	12,236
Other receivables and prepaid expenses	10,603	11,514
Total Current Assets	138,188	36,924
Property and equipment, net	3,804	4,769
Other assets	16,965	16,648
TOTAL ASSETS	158,957	58,341
Current Liabilities
Accounts payable (including related party payables of $23,305 and $17,152, respectively)	292,517	195,767
Accrued expenses	136,466	98,684
Accrued interest - related parties	20,835	9,172
Deferred revenue and customer deposits		7,500
Management fees payable - related parties	390,459	296,816
Other current liabilities	77,424	27,331
Convertible notes payable, net of unamortized debt discount of $267,403 and $414,118, respectively	985,855	756,191
Notes payable	61,000	51,000
Notes payable - related parties	39,590	38,850
Derivative liabilities	260,771	2,577,652
Total Current Liabilities	2,264,917	4,058,963
TOTAL LIABILITIES	2,264,917	4,058,963
Commitments and contingencies
Stockholders' Deficit
Preferred stock: 10,000,000 authorized shares; $0.001 par value Series A convertible preferred stock, $0.001 par value, $1.00 stated value; 808,000 shares designated; 94,333 and 200,279 shares issued and outstanding, respectively.	95	201
Common stock: 500,000,000 authorized; $0.001 par value 107,044,378 and 97,457,397 shares issued and outstanding, respectively	107,045	97,457
Additional paid in capital	1,304,018	1,171,625
Accumulated deficit	(3,497,809)	(5,255,277)
Accumulated other comprehensive loss	(19,309)	(14,628)
Total Stockholders' Deficit	(2,105,960)	(4,000,622)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 158,957	$ 58,341

XML

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Accounts payable including related party payables (in dollars)	$ 23,305	$ 17,152
Convertible notes payable, net of unamortized debt discount (in dollars)	$ 267,403	$ 414,118
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares issued	107,044,378	97,457,397
Common stock, shares outstanding	107,044,378	97,457,397
Series A convertible preferred stock
Preferred stock, shares authorized	808,000	808,000
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, stated value per share (in dollars per share)	$ 1.00	$ 1.00
Preferred stock, shares issued	94,333	200,279
Preferred stock, shares outstanding	94,333	200,279

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Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Revenues	$ 18,233	$ 1,732
Operating Expenses
General and administration	127,682	159,840
Salaries and wages	53,442	94,962
Stock based compensation	28,184	50,842
Research and development	29,448	30,949
Management fees	122,448	124,552
Depreciation	1,047	1,386
Total operating expenses	362,251	462,531
Loss from operations	(344,018)	(460,799)
Other income (expense)
Interest expense	(245,209)	(23,581)
Change in fair value of derivative liability	2,277,306	(1,176,150)
Gain on extinguishment of debt	69,389
Total other income (expense)	2,101,486	(1,199,731)
Net income (loss) before taxes	1,757,468	(1,660,530)
Income tax benefit
Net income (loss)	1,757,468	(1,660,530)
Other comprehensive income (loss)
Foreign currency translation adjustment	(4,681)	(3,199)
Comprehensive income (loss)	$ 1,752,787	$ (1,663,729)
Net income (loss) per common share, Basic and Diluted (in dollars per share)	$ 0.02	$ (0.02)
Weighted average number of common shares outstanding, Basic and Diluted (in shares)	100,563,342	75,170,870

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Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ 1,757,468	$ (1,660,530)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,047	1,386
Stock-based compensation	28,184	50,842
Expenses paid by note payable		5,000
Amortization of debt discount and debt issue cost	189,845	10,479
Gain on extinguishment of debt	(69,389)
Change in fair value of derivative	(2,277,306)	1,176,150
Changes in operating assets and liabilities:
Accounts receivable	5,601	(54)
Prepaid expenses and other receivables	1,017	(23,868)
Accounts payable	108,102	45,558
Accrued interest	43,699	13,033
Accrued interest, related parties	11,663
Deferred revenue	(7,500)
Management fees, related parties	93,433
Other current liabilities	50,857	(201)
Net Cash Used in Operating Activities	(63,279)	(382,205)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(1,458)
Net Cash Used in Investing Activities		(1,458)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible note payable	135,846	250,000
Proceeds from issuance of promissory notes payable	10,000
Proceeds from issuance of common shares	27,300
Proceeds from preferred stock subscription		245,000
Net Cash Provided By Financing Activities	173,146	495,000
Foreign currency translation effect on cash and cash equivalents	(2,175)	1,226
Increase in cash and cash equivalents	107,692	112,563
Cash and cash equivalents, beginning of period	13,174	48,764
Cash and cash equivalents, end of period	120,866	161,327
Supplemental cash flow information
Cash paid for interest
Cash paid for taxes
Supplemental disclosure of non-cash investing and financing activities
Derivative liability recognized as debt discount	24,631	263,879
Prepaid expenses paid by note payable		25,000
Accrued debt issuance cost		$ 17,500
Conversion of Series A Convertible Preferred Stock into common stock	3,579
Conversion of notes payable and accrued interest into common stock	$ 104,128

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ORGANIZATION AND BUSINESS

3 Months Ended

Mar. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND BUSINESS

NOTE 1. ORGANIZATION AND BUSINESS

Organization and Operations

IDdriven, Inc., (“IDdriven”, “we”, “us”, or the “Company”) is a Nevada corporation incorporated on January 27, 2014 under the name TiXFi, Inc. Insight Innovators B.V., was incorporated on May 22, 2013 in the Netherlands and has its registered corporate seat in Amersfoort, The Netherlands.

Going Concern Matters

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplates the Company’s continuation as a going concern. The Company has incurred operating losses of $344,018 during the three months ended March 31, 2017 and has an accumulated deficit of $3,497,809 as of March 31, 2017. In addition, current liabilities exceed current assets by $2,126,729 as of March 31, 2017.

Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. See Note 15 – Subsequent Events.

There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations.

Due to uncertainties related to these matters, there exists a substantial doubt about the ability of the Company to continue as a going concern. The accompanying unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

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SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation of Interim Financial Statements

The accompanying interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited consolidated financial statements for fiscal year 2016 have been omitted. This report should be read in conjunction with the audited consolidated financial statements and the footnotes thereto for the fiscal year ended December 31, 2016 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on March 31, 2017.

Consolidation Policy

For March 31, 2017, the unaudited condensed consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiary, Insight Innovators B.V. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates and Assumptions

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions about collection of accounts and notes receivable, the valuation and recognition of stock-based compensation expense, the valuation and recognition of derivative liability, valuation allowance for deferred tax assets and useful life of fixed assets.

Functional currency

The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars (“USD”). The Company’s wholly owned subsidiary (Insight’s) functional currency is the Euro. The financial statements are translated into USD in accordance with Codification ASC 830, “Foreign Currency Matters”. All assets and liabilities were translated at the current exchange rate, at respective balance sheet dates, shareholders’ equity is translated at the historical rates and income statement items are translated at the average exchange rate for the reporting periods. The resulting translation adjustments are reported as other comprehensive income and accumulated other comprehensive income in the shareholders’ equity in accordance with Codification ASC 220, “Comprehensive Income”.

Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated into Euro at the rate on the date of the transaction and included in the results of operations as incurred. There were no material transaction gains or losses in the periods presented.

	March 31, 2017		December 31, 2016
Spot Euro: USD exchange rate	$	1.07	$	1.05
Average Euro: USD exchange rate	$	1.06	$	1.08–1.12

Cash and cash equivalents

Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less, at the date acquired. As of March 31, 2017 and December 31, 2016, cash primarily consists of cash on hand and in bank. As of March 31, 2017, cash held in a U.S. bank was $119,010 and cash held in foreign bank in the Netherlands was $1,856 (EUR1,735). As of December 31, 2016, cash held in a U.S. bank was $9,971 and cash held in foreign bank in the Netherlands was $3,203 (EUR3,050).

Revenue recognition

The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (i) persuasive evidence of an arrangement exists; (ii) services have been rendered; (iii) the fee is fixed or is determinable; and (iv) collectability is reasonably assured. Determination of criteria (iii) and (iv) are based on management’s judgments regarding the fixed nature of the selling prices of the services delivered and the collectability of those amounts. The Company’s agreements do not include general rights of return and do not provide clients with the right to take possession of the software supporting the services being provided. As such, the agreements are accounted for as service contracts.

Revenues from the services rendered are recognized in proportion to the services delivered.

Any amount receivable or received, but unrecognized for revenue recognition purpose is recorded as deferred revenues.

Sales taxes collected from clients and remitted to governmental authorities where applicable are accounted for on a net basis and therefore are excluded from revenues in the statements of operations.

Share-Based Expense

ASC 718, ”Compensation – Stock Compensation,” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, ”Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Share-based expense totaled $28,184 and $50,842 for the three months ending March 31, 2017 and 2016, respectively.

Fair value measurements

Fair value is defined as the price that the Company would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent counter-party in the principal market or in the absence of a principal market, the most advantageous market for the investment or liability. A three-tier hierarchy is established to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs); and establishes a classification of fair value measurements for disclosure purposes. 

The hierarchy is summarized in the three broad levels listed below:

Level 1	-	quoted prices in active markets for identical assets and liabilities
Level 2	-	other significant observable inputs (including quoted prices for similar assets and liabilities, interest rates, credit risk, etc.)
Level 3	-	significant unobservable inputs (including the Company’s own assumptions in determining the fair value of assets and liabilities).

In accordance with Accounting Standards Codification (“ASC”) 815, the Company’s debt derivative liabilities are measured at fair value on a recurring basis, and are level 3 measurements in the three-tier fair value hierarchy. 

There were no transfers between the levels of the fair value hierarchy during the three months ended March 31, 2017 and 2016.

Fair value of financial instruments

The Company’s financial instruments consist primarily of cash, accounts payable and accrued expenses, and debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

The following table summarizes fair value measurements by level at March 31, 2017 and December 31, 2016 measured at fair value on a recurring basis: 

March 31, 2017	Level 1		Level 2		Level 3		Total
Assets
None	$	-	$	-	$	-	$	-
Liabilities
Derivative liabilities	$	-	$	-	$	260,771	$	260,771

December 31, 2016	Level 1		Level 2		Level 3		Total
Assets
None	$	-	$	-	$	-	$	-
Liabilities
Derivative liabilities	$	-	$	-	$	2,577,652	$	2,577,652

Recently Issued Accounting Standards

In February 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-06, “Plan Accounting: Defined Benefit Pension Plans (Topic 960); Defined Contribution Pension Plans (Topic 962); Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting.” Among other things, the amendments require a plan’s interest in that master trust and any change in that interest to be presented in separate line items in the statement of net assets available for benefits and in the statement of changes in net assets available for benefits, respectively. The amendments also remove the requirement to disclose the percentage interest in the master trust for plans with divided interests and require that all plans disclose the dollar amount of their interest in each of those general types of investments. The amendments require all plans to disclose: (a) their master trust’s other asset and liability balances; and (b) the dollar amount of the plan’s interest in each of those balances. Lastly, the amendments eliminate redundant investment disclosures (e.g., those required by Topics 815 and 820) relating to 401(h) account assets. Effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The amendments should be applied retrospectively to each period for which financial statements are presented. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its consolidated financial statements.

In February 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-05, “Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.” The amendments clarify that a financial asset is within the scope of Subtopic 610-20 if it meets the definition of an in substance nonfinancial asset. The amendments also define the term in substance nonfinancial asset. The amendments clarify that nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty. For example, a parent may transfer control of nonfinancial assets by transferring ownership interests in a consolidated subsidiary. A contract that includes the transfer of ownership interests in one or more consolidated subsidiaries is within the scope of Subtopic 610-20 if substantially all of the fair value of the assets that are promised to the counterparty in a contract is concentrated in nonfinancial assets. The amendments clarify that an entity should identify each distinct nonfinancial asset or in substance nonfinancial asset promised to a counterparty and derecognize each asset when a counterparty obtains control of it. Effective at the same time as the amendments in Update 2014-09, Revenue from Contracts with Customers (Topic 606). Therefore, public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the amendments in this Update to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the amendments in this Update to annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. All other entities may apply the guidance earlier as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance earlier as of annual reporting periods beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance. An entity is required to apply the amendments in this Update at the same time that it applies the amendments in Update 2014-09. The Company is currently evaluating the potential impact this standard may have on its financial position and results of operations.

In January 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” These amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Effective for public business entities that are a SEC filers for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. ASU 2017-04 should be adopted on a prospective basis. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard will be effective for the Company on January 1, 2018, however, early adoption is permitted with prospective application to any business development transaction.

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

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PROPERTY AND EQUIPMENT

3 Months Ended

Mar. 31, 2017

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at March 31, 2017 and December 31, 2016:

	March 31,			December 31,
	2017			2016
Furniture	$	5,915		$	5,915
Computers		18,886			18,886
		24,801			24,801
Accumulated Depreciation		(18,639	)		(17,593	)
Foreign currency translation effect		(2,358	)		(2,439	)
Property and equipment, net	$	3,804		$	4,769

Depreciation expense for the three months ended March 31, 2017 and 2016 amounted to $1,047 and $1,386, respectively.

All of the Company’s property and equipment are recorded in Insight (foreign subsidiary) as of March 31, 2017 and December 31, 2016.

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NOTES PAYABLE

3 Months Ended

Mar. 31, 2017

Notes Payable [Abstract]

NOTES PAYABLE

NOTE 4. NOTES PAYABLE

Notes Payable

	March 31,		December 31,
	2017		2016
Promissory Notes - December 2016	$	51,000	$	51,000
Promissory Notes - January 2017		10,000		-
Less current portion of notes payable		61,000		51,000
Long-term notes payable	$	-	$	-

As of March 31, 2017 and December 31, 2016, the accrued interest related to this promissory note was $2,894 and $28, respectively.

Dated December 30, 2016

On December 30, 2016, the Company issued a 20% Promissory Note for $51,000. The note bears interest at a rate of 20% per annum and the maturity date is the twelve months from the issue date.

Dated January 26, 2017

On January 26, 2017, the Company issued a 20% Promissory Note for $10,000. The note bears interest at a rate of 20% per annum and the maturity date is the twelve months from the issue date.

Notes Payable – Related Parties

Notes payable – related party consisted of the following at March 31, 2017 and December 31, 2016:

	March 31,		December 31,
	2017		2016
Promissory Notes	$	39,590	$	38,850
Less current portion of notes payable		39,590		38,850
Long-term notes payable	$	-	$	-

Dated June 29, 2016

On June 29, 2016, the Company issued an 8% Promissory Note for EUR 10,000 ($10,700). The note bears interest at a rate of 8% per annum and is due within ten days after demand by the lender.

Dated June 30, 2016

On June 30, 2016, the Company issued an 8% Promissory Note for EUR 10,000 ($10,700). The note bears interest at a rate of 8% per annum and is due within ten days after demand by the lender.

Dated August 29, 2016

On August 29, 2016, the Company issued an 8% Promissory Note for EUR 35,000 ($37,450). The note bears interest at a rate of 8% per annum and is due within ten days after demand by the lender. EUR18,000 ($18,900) of note was repaid in December 2016.

As of March 31, 2017 and December 31, 2016, the accrued interest related to these promissory notes - related party was $2,866 and $2,046, respectively.

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CONVERTIBLE NOTES PAYABLE

3 Months Ended

Mar. 31, 2017

Convertible Notes Payable [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 5. CONVERTIBLE NOTES PAYABLE

Convertible notes payable consisted of the following at March 31, 2017 and December 31, 2016:

	March 31,			December31,
	2017			2016
Convertible Note - December 2015	$	350,000		$	350,000
Convertible Note - February 2016		-			30,000
Convertible Note - March 2016		250,000			250,000
Convertible Notes - May 2016		62,500			75,000
Convertible Note - June 2016		15,000			15,000
Convertible Notes - September 2016		176,510			201,511
Convertible Notes -October 2016		130,748			148,798
Convertible Notes - November 2016		25,000			25,000
Convertible Notes - December 2016		75,000			75,000
Convertible Notes - March 2017		168,500			-
		1,253,258			1,170,309
Less debt discount and debt issuance cost		(267,403	)		(414,118	)
		985,855			756,191
Less current portion of convertible notes payable		985,855			756,191
Long-term convertible notes payable	$	-		$	-

The Company recognized amortization expense related to the debt discount and deferred financing fees of $189,845 and $10,479 for the three months ended March 31, 2017 and 2016, respectively, which are included in interest expense in the consolidated statements of operations.

10% Convertible Note – December 2015

On December 21, 2015, the Company issued a 10% Convertible Note (the “10% Convertible Note”) in the amount of $500,000, in exchange for a promissory note for $500,000 originally issued by Insight on October 20, 2015 to an unrelated third party investor (the “Investor”). The company assumed accrued interest of $3,838 due from this previous promissory note. The 10% Convertible Note bears interest at the rate of 10% per annum and matures May 1, 2017. The holder is entitled to convert any portion of the outstanding and unpaid conversion amount in to fully paid and non-assessable shares of Common Stock. The conversion price (the “Conversion Price”) is 75% of the volume weighted average price of the Common Stock for the ten (10) trading days immediately prior to the applicable conversion date, subject to adjustment herein but in no event: (i) lower than $4,000,000 divided by the total number of shares of Common Stock outstanding immediately prior to the conversion date; or (ii) greater than $12,000,000 divided by the total number of shares of common stock outstanding immediately prior to the conversion date.

On July 22, 2016, $150,000 of the Convertible Note was converted into 941,620 common shares at market trading price $0.27 per share. $160,771 value of derivative liability on the date of conversion was extinguished and the conversion generated $56,534 gain on extinguishment of debt in the consolidated statements of operations.

Additional features of the 10% Convertible Note include:

· Liquidation Preference. Upon a liquidation event, we will first pay to the Investor the principal amount owing, plus all accrued and unpaid interest, and any other fees or liquidated damages then due and owing thereon. After full payment of the liquidation preference amount to Investor, we will then distribute the remaining assets to holders of common stock, other junior securities (if any). The 10% Convertible Note is intended to rank senior to our common stock or any equivalents thereof, or any preferred stock we may designate, including the Series A Preferred, in respect of any dividends or distributions many in respect thereof.

·   Mandatory Conversion. The 10% Convertible Note shall automatically convert into shares of our common stock at the Conversion Price without any action of the holder upon the occurrence of any of the following events after the closing date of the Share Exchange: (i) the completion of a public offering of our securities for gross proceeds of at least $5,000,000 pursuant to an effective registration statement under the Securities Act; or (ii) if we complete one or more financing transactions for gross proceeds of at least $5,000,000.

·   Ownership Limitations. The 10% Convertible Note is not convertible to the extent that (a) the number of shares of our common stock beneficially owned by the Investor and (b) the number of shares of our common stock issuable upon the conversion of the 10% Convertible Note or otherwise would result in the beneficial ownership by holder of more than 4.99% of our then outstanding common stock. This ownership limitation can be increased or decreased to any percentage not exceeding 9.99% by the Investor upon 61 days’ notice to us.

· Certain Adjustments. The conversion price of the 10% Convertible Note is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.

· Negative Covenants. As long as the 10% Convertible Note is outstanding, unless the holders of at least 75% of the then outstanding principal amount of the 10% Convertible Note shall have otherwise given prior written consent, we agreed that we will not amend our charter documents and bylaws in any manner that materially and adversely affects any rights of the holder, repurchase our common stock or certain other securities, pay dividends or distributions on any securities junior to the 10% Convertible Note, sell, lease or otherwise dispose of any significant portion of our assets outside the ordinary course of business or enter into any agreement with respect to any of the foregoing. 

· Redemption Upon Triggering Events. If we fail to meet our obligations under the terms of the 10% Convertible Note, it will become immediately due and payable and subject to penalties provided for within the note.

· Piggy-Back Registration Rights. The holder of the 10% Convertible Note is entitled to Piggy-Back Registration Rights as provided for in the Piggy-Back Registration Rights Agreement provided for in Exhibit B to the Securities Purchase Agreement.

Dated – Issued in Fiscal Year 2016

During the year ended December 31, 2016, the Company issued a total Convertible Notes in the amount of $820,308 and warrants to purchase up to 450,755 shares of our common stock, with the following terms:

· Terms 6 – 18 months

· Annual interest rates ranging from 8% to 20%

· Convertible at the option of the holders either at issuance or 6 months from issuance.

· Conversion prices are typically based on the discounted (20% - 25% discount) lowest trading prices of the Company’s shares during various periods prior to conversion. Certain notes are subject to adjustment to not convert in a value band, not lower than $4,000,000 to $6,000,000 or higher than $12,000,000 to $18,000,000, divided by the total number of shares of common stock outstanding immediately prior to the conversion date.

Dated – Issued in 1^st Quarter 2017

During the three months ended March 31, 2017, the Company issued a Convertible Note to EMA Financial, LLC (“Purchaser”) in the amount of $168,500 (the “Note”) with the following terms:

· Term 1 year

· Annual interest rate 10%

· Convertible at the option of the holders either at issuance or 1 year from issuance

· Conversion price is $0.04 per share

· Financing cost on note issuance at $18,500

The Note is convertible into common stock, subject to Rule 144, at any time after the issue date of the Note at a conversion price of $0.04 per share of the Company’s Common Stock provided however, if the Company fails to comply with Section 1.9 of the Note (described below), then the conversion price (“Default Conversion Price”) shall equal the lower of: (i) the closing sale price of Common Stock on the Principal Market on the Trading Day immediately preceding the Closing Date, and (ii) 60% of either the lowest sale price for the Common Stock on the Principal Market during the twenty (20) consecutive Trading Days immediately preceding the Conversion Date or the closing bid price, whichever is lower, provided, however, if the Company’s share price at any time loses the bid (ex: 0.0001 on the ask with zero market makers on the bid on level 2), then the Conversion Price may, in the Purchaser's sole and absolute discretion, be reduced to a fixed conversion price of 0.00001 (if lower than the conversion price otherwise), and provided, that if on the date of delivery of the Conversion Shares to the Purchaser, or any date thereafter while Conversion Shares are held by the Purchaser, the closing bid price per share of Common Stock on the Principal Market on the Trading Day on which the Common Shares are traded is less than the sale price per share of Common Stock on the Principal Market on the Trading Day used to calculate the Conversion Price hereunder, then such Conversion Price shall be automatically reduced such that the Conversion Price shall be recalculated using the new low closing bid price (“Adjusted Conversion Price”) and shall replace the Conversion Price above, and Purchaser shall be issued a number of additional shares such that the aggregate number of shares Purchaser receives is based upon the Adjusted Conversion Price, and provided, further, that the Conversion Price shall be subject to further adjustment in Section 1.2(b) of the Note. Purchaser does not have the right to convert the Note, to the extent that it would beneficially own in excess of 4.9% of the Company's outstanding common stock.

If an Event of Default under Section 3.9 of the Note has occurred (i.e., failure to comply with the Exchange Act), Purchaser, in its sole discretion, may elect to use a Conversion Price which shall equal the lower of: (i) the closing sale price of the Common Stock on the Principal Market on the Trading Day immediately preceding the Closing Date; (ii) 60% of either the lowest sale price or the closing bid price, whichever is lower for the Common Stock on the Principal Market during any Trading Day in which the Event of Default has not been cured. If such Common Stock is not traded on the OTCBB, OTCQB, NASDAQ or NYSE, then such sale price shall be the sale price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no sale price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If such sale price cannot be calculated for such security on such date in the manner provided above, such price shall be the fair market value as mutually determined by the Company and the Purchaser. If the Company’s Common stock is chilled for deposit at DTC, becomes chilled at any point while this Note remains outstanding or deposit or other additional fees are payable due to a Yield Sign, Stop Sign or other trading restrictions, or if the closing sale price at any time falls below $0.01 (as appropriately and equitably adjusted for stock splits, stock dividends, stock contributions and similar events), then such 60% figure specified above shall be reduced to 45%. In the event that the shares of the Company’s Common Stock are not deliverable via DWAC following the conversion of any amount hereunder, an additional 5% discount will be attributed to the Conversion Price. Additionally, the Company acknowledges that it will take all reasonable steps necessary or appropriate, including providing a board of directors resolution authorizing the issuance of common stock to Purchaser.

The Company determined that the conversion feature met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock therefore the embedded conversion option is bifurcated once the note becomes convertible and accounted for it as a derivative liability. The fair value of the conversion feature is recorded as a debt discount and amortized to interest expense over the term of the note.

The Company valued the conversion feature using the Black Scholes valuation model. The fair value of the derivative liability for all the notes and warrants that became convertible as of March 31, 2017 and December 31, 2016 amounted to $260,771 and $2,577,652, respectively. During the three months ended March 31, 2017 and 2016, $24,631 and $263,879 of the value assigned to the derivative liability was recognized as a debt discount to the notes and warrants, $0 and $284,380 was recognized as a “day 1” derivative loss, respectively.

During the three months ended March 31, 2017, convertible notes totaled $85,550 and $6,023 accrued interest were converted into 4,642,725 common shares with the recognition of gain on note conversion at $69,389.

Warrants

We accounted for the issuance of the Warrants in accordance with ASC 815 as a derivative (see Note 6).

Fiscal Year 2016

On March 28, 2016, the Company issued a Convertible Note in the amount of $250,000 and warrants to purchase up to 250,000 shares of our common stock. The warrants are exercisable into 250,000 shares of common stock, for a period of five years from issuance, at a price of $0.40 per share.

On September 12, 2016, the Company issued a Convertible Note in the amount of $101,511 and warrants to purchase up to 50,755 shares of our common stock. The warrants are exercisable into 50,775 shares of common stock, for a period of one year from issuance, at 120% of the lowest trading price during 20 trading day prior to the exercise date.

On September 12, 2016, the Company issued a Convertible Note in the amount of $150,000 of which $150,000 was received as of December 31, 2016, and warrants to purchase up to 75,000 shares of our common stock. The warrants are exercisable into 75,000 shares of common stock, for a period of one year from issuance, at 120% of the lowest trading price during 20 trading day prior to the exercise date.

On September 21, 2016, the Company issued Convertible Notes in the amount of $150,000 of which $150,000 was received as of December 31, 2016, and warrants to purchase up to 75,000 shares of our common stock. The warrants are exercisable into 75,000 shares of common stock, for a period of one year from issuance, at 120% of the lowest trading price during 20 trading day prior to the exercise date.

1^st Quarter 2017

During the three months ended March 31, 2017, the Company issued a total of 3,136,500 stock warrants as follows:

· On January 30, 2017, the Company entered into a public relations agreement with an unaffiliated party with warrants to purchase up to 2,000,000 shares of common stock. The warrants are exercisable into 2,000,000 shares of common stock, for a period of 3 years, at a price of $0.25 per share. The 2,000,000 warrants are considered tainted and the Company has recorded the related derivative liability.

· On February 21, 2017, the Company entered into a consulting agreement with an unaffiliated party with warrants to purchase up to 1,000,000 shares of common stock. The warrants will be vested and can be exercised into 1,000,000 shares of common stock in 3 months from the agreement date by May 21 2017, for a period of three years from issuance, at a price of $0.02 per share. The related derivative liability for the 1,000,000 warrants will be recorded in May 2017 when they become tainted.

· On February 28, 2017, the Company entered into a share subscription agreement with an unaffiliated party with attached warrants to purchase up to 136,500 shares of common stock. The warrants are exercisable into 136,500 shares of common stock, for a period of two years from issuance, at a price of $0.02 per share. The 136,500 warrants are considered tainted and the Company has recorded the related derivative liabilities.

The following table summarizes information relating to outstanding and exercisable warrants as of March 31, 2017:

	Warrants Outstanding						Warrants Exercisable
	Number of Shares		Weighted Average Remaining Contractual life  (in years)		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
3/28/2016		250,000		3.99	$	0.40		250,000	$	0.40
9/12/2016		75,000		2.42		0.0211		75,000		0.0211
9/12/2016		50,755		2.42		0.0211		50,755		0.0211
9/21/2016		75,000		2.45		0.0211		75,000		0.0211
1/30/2017		2,000,000		2.84		0.2500		2,000,000		0.2500
2/21/2017		1,000,000		0.90		0.0200		-		-
2/28/2017		124,000		1.92		0.0200		124,000		0.0200
2/28/2017		12,500		1.92		0.0200		12,500		0.0200
		3,587,255						2,587,255

A summary of activity during the three months ended March 31, 2017 as follows:

	Warrants Outstanding
			Weighted Average
	Shares		Exercise Price
Balances as of December 31, 2016		450,755	$	0.23
Granted		3,136,500		0.17
Exercised		-		-
Forfeited/canceled		-		-
Balances as of March 31, 2017		3,587,255	$	0.17

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DERIVATIVE LIABILITIES

3 Months Ended

Mar. 31, 2017

Derivative Liability [Abstract]

DERIVATIVE LIABILITIES

NOTE 6. DERIVATIVE LIABILITIES

The Company analyzed the conversion option for derivative accounting consideration under ASC 815, ”Derivatives and Hedging,” and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of March 31, 2017. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note and warrants is estimated using the Black-Scholes valuation model. The following weighted-average assumptions were used in March 31, 2017 and December 31, 2016:

	Three Months Ended		Year Ended
	March 31, 2017		December 31, 2016
Expected term	0.08 - 3.99 years		0.10 - 5.00 years
Expected average volatility	113% - 151%		98% - 169%
Expected dividend yield		-		-
Risk-free interest rate	0.67%-1.72%		0.36% - 1.93%

The following table summarizes the derivative liabilities included in the balance sheet at March 31, 2017:

Fair Value Measurements Using Significant Observable Inputs (Level 3)
Balance - December 31, 2016	$	2,577,652
Addition of new derivative liabilities upon issuance of convertible notes as debt discounts		24,631
Addition of new derivatives liabilities recognized as issuance of warrants as stock based compensation expense		17,737
Reduction of derivatives liabilities from conversion of convertible note to common shares		(81,943	)
Gain on change in fair value of the derivative liabilities		(2,277,306	)
Balance – March 31, 2017	$	260,771

ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item. The following table summarizes the loss on derivative liability included in the income statement for the three months ended March 31, 2017 and 2016, respectively.

	Three Months Ended
	March 31,
	2017			2016
Day one loss due to derivative liabilities on convertible notes and warrants	$	-		$	284,380
(Gain) Loss on change in fair value of the derivative liabilities		(2,277,306	)		891,770
(Gain) Loss on change in the fair value of derivative liabilities	$	(2,277,306	)	$	1,176,150

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RELATED PARTY CONSIDERATIONS

3 Months Ended

Mar. 31, 2017

Related Party Transactions [Abstract]

RELATED PARTY CONSIDERATIONS

NOTE 7. RELATED PARTY CONSIDERATIONS

Management Agreements

Insight entered into Management Agreements with Berlisa B.V., Eagle Consulting LLC and Sterling Skies B.V. (entities that are owned by Messrs. Verweij, van Wijk and de Vries, executive officers of our company and related parties) on July 1, 2014 for a period of one year which expired on June 30, 2015 with a monthly fee of €7,500 per month.

The Company charged $122,448 and $124,552 during the three months ended March 31, 2017 and 2016, respectively to operations for the management fees stemming from these Management Agreements.

As of March 31, 2017 and December 31, 2016, the amount due to related parties was $390,459 and $296,816 and accrued interest on the payable amount of $20,835 and $9,172, respectively.

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CONCENTRATIONS

3 Months Ended

Mar. 31, 2017

Risks and Uncertainties [Abstract]

CONCENTRATIONS

NOTE 8. CONCENTRATIONS

The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the three months ended March 31, 2017 and 2016. In 2015 Insight Innovators decided to stop with consultancy and move forward as a product company.

	Three Months Ended			Three Months Ended
Customer	March 31, 2017			March 31, 2016
EU PWN		59	%		100	%
US NRECA		41	%		-

$10,733 of our total sales of $18,233 was generated in foreign countries by Insight during the three months ended March 31, 2017. All of our sales were generated in foreign countries by Insight during the three months ended March 31, 2016.

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STOCKHOLDERS' DEFICIT

3 Months Ended

Mar. 31, 2017

Stockholders' Equity Attributable to Parent [Abstract]

STOCKHOLDERS' DEFICIT

NOTE 9. STOCKHOLDERS’ DEFICIT

Preferred Stock

The Company has authorized 10,000,000 preferred shares with a par value of $0.001 per share. The Board of Directors is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

Series A Convertible Preferred Stock

The Company has designated 808,000 shares of Series A Convertible Preferred Stock.

The designations, rights and preferences of the Series A Preferred include:

· the stated value of the Series A Preferred is $1.00 per share.

· the shares have no voting rights, provided, however, that for so long as any shares are outstanding, we many not, without the affirmative vote of at least 51% of the then outstanding shares of the Series A Preferred, (a) alter or change adversely the powers, preferences or rights given to the Series A Preferred or alter or amend the Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation (as defined) senior to, or otherwise in pari passu with, the Series A Preferred, (c) amend our articles of incorporation or other charter documents in any manner that adversely affects any rights of the holders, (d) increase the number of authorized shares of Series A Preferred, or (e) enter into any agreement with respect to any of the foregoing.

· each share is convertible at the option of the holder based upon a conversion price of $0.1778 ($0.0296 per share post forward stock split), into shares of our common stock at any time. The rate of conversion is subject to adjustment as discussed below.

· Upon our liquidation, dissolution or winding-up, the holders will be entitled to receive out of our assets, whether capital or surplus, an amount equal to the stated value per share, $1.00, plus any accrued and unpaid dividends thereon.

· the conversion price of the Series A Preferred is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events by adjustment of the conversion price by its multiplication by a fraction the numerator of which is the number of shares of common stock outstanding immediately before such event, and the denominator of which is the number of shares outstanding immediately after such event.

· If, at any time while the Series A Preferred is outstanding, the Company or any subsidiary, as applicable sells or grants any option to purchase or sells or grants any right to re-price, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any common stock or common stock equivalents entitling any person to acquire shares of common stock at an effective price per share that is lower than a conversion price then in effect for any of the Series A Preferred, as adjusted, then the conversion price for shares of Series A Preferred shall be reduced to equal the lower issuance price.

· As long as any shares of Series A Preferred are outstanding, unless the holders of at least 51% in Stated Value of the then outstanding shares of such Series A Preferred shall have given prior written consent, the Corporation shall not, and shall not permit any Subsidiary to, directly or indirectly:   a) The Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents (or a combination of units thereof) involving a variable rate transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of common stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of common stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the common stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price.

During the three months ended March 31, 2017, 105,946 shares of Series A Convertible Preferred Stock were converted into 3,579,256 shares of common stock.

As of March 31, 2017 and December 31, 2016, the Company had 94,333 and 200,279, respectively, shares of Series A Convertible preferred stock issued and outstanding, respectively.

Common Stock

The Company has authorized 500,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

During the three months ended March 31, 2017, the Company issued 9,586,981 shares of common stock, as follows:

· 1,365,000 shares of common stock issued for net proceeds of $27,300.

· 3,579,256 shares of common stock in a conversion of 105,946 shares of Series A Convertible Preferred Stock.

· 4,642,725 shares of common stock in a conversion of $85,550 of Convertible Notes and accrued interest $6,023 valued at $104,128.

As at March 31, 2017 and December 31, 2016, the Company had 107,044,378 and 97,457,397 shares of common stock issued and outstanding, respectively.

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INCENTIVE STOCK PLANS

3 Months Ended

Mar. 31, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

INCENTIVE STOCK PLANS

NOTE 10. INCENTIVE STOCK PLANS

2015 Stock Option Grants

We granted stock options, which was adopted by our board of directors on December 21, 2015, provides for equity incentives to be granted to our employees, executive officers or directors.

During the year ended December 31, 2015 we issued options to purchase an aggregate of 8,173,686 shares of our unregistered common stock at a price of $.04893 per share for 1/3 of the shares, $.05873 per share for 1/3 of the shares, and $.06852 per share for 1/3 of the shares. The options had an aggregate value totaling $71,630 were issued to Messrs. Verweij, van Wijk and de Vries, executive officers of our company.

A summary of activity during the three months ended March 31, 2017 follows:

	Options Outstanding
			Weighted-		Fair Value
	Number of		Average		on Grant		Intrinsic
	Shares		Exercise Price		Date		Value
Balances as of December 31, 2016		8,173,686	$	0.0587	$	71,630	$	2,997
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited/canceled		-		-		-		-
Balances as of March 31, 2017		8,173,686	$	0.0587	$	71,630	$	-

The outstanding options have a weighted-average remaining contract term of 3.73 years. As of March 31, 2017, all options remain unvested.

One-third of the options granted vest at the end of the first, second and third year after the date of the award date of December 21, 2015. After vesting, the option generally can be exercised for the period remaining in the 5-year term from issuance date. Total compensation cost expected to be recognized for unvested options at March 31, 2017 amounted to $22,568. During the three months ended March 31, 2017 and 2016, the Company charged to operations stock based compensation expense of $4,910 and $10,842, respectively.

 
The fair value of each option on the date of grant is estimated using the Black Scholes option valuation model. The following weighted-average assumptions were used for options granted during the year ended December 31, 2015: 

	Year Ended December 31,
	2015
Expected term	5 years
Expected average volatility		95	%
Expected dividend yield		-
Risk-free interest rate		1.67	%
Expected annual forfeiture rate		-

The following table summarizes information relating to outstanding and exercisable stock options as of March 31, 2017:

Options Outstanding						Options Exercisable
Number of Shares		Weighted Average Remaining Contractual life (in years)		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
	8,173,686		3.73	$	0.0587		2,724,562	$	0.0489

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the stock options at March 31, 2017 for those stock options for which the quoted market price was in excess of the exercise price (“in-the-money options”). As of March 31, 2017, 2,724,562 options to purchase shares of common stock were exercisable and the intrinsic values of these options are $nil. As of March 31, 2017, the intrinsic value of 5,449,124 outstanding options is nil, as these options to employees vest in the future periods.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 11. COMMITMENTS AND CONTINGENCIES

Rent commitment

Insight leases approximately 4,000 square feet of space at Nijverheidsweg Noord 78, 3812PM Amersfoort, The Netherlands. The terms of the lease require that Insight pay €1,500 per month (approximately $1,590 per month) on a month to month basis.

Total rent expenses for the three months ended March 31, 2017 and 2016 were $4,770 and $4,995, respectively. Rent payable as of March 31, 2017 and December 31, 2016 amounted to $23,305 and $17,152, respectively and included under accounts payable in the consolidated balance sheet.

Employment Agreements

Arend D. Verweij. Under the terms of the December 21, 2015 employment agreement we entered into with Mr. Verweij, he agreed to serve as our Chief Executive Officer and Chairman of the board of directors for a period of two years, that term automatically renewable for one year periods thereafter unless notice by either of Mr. Verweij or us is provided to the other to the contrary within 30 days prior to the expiration of any such period. The employment agreement provides for, among other things, Mr. Verweij’s full time service in our U.S. offices, for a base annual salary in the amount of $180,000, subject to the possible increase at each anniversary thereof to be determined by a majority of the independent members of the board of directors in its discretion; provided, however, that Mr. Verweij’s annual salary will be increased to $252,000 upon our entry into fully executed contracts with at least three customers who are unrelated parties that have a minimum of 500 users of the software system being licensed by our subsidiary, Insight, and each of such three contracts are in full force and effect.

Additionally, Mr. Verweij is eligible to receive a performance bonus during each year of employment of up to 100% of the base salary. The award of each year’s performance bonus, if any, is to be based upon certain performance criteria specified in the employment agreement and to be further determined by a majority of the independent members of the board of directors or a compensation committee to be made up of at least a majority of independent members appointed by the board or directors. Moreover, Mr. Verweij will receive a stock option grant entitling him to purchase an aggregate of 3,065,130 shares of our common stock which vests one-third on each of the three anniversary dates of his employment, but only if he is still in our employ on the date of vesting. The exercise prices of the option shares as to one third their number on their three respective vesting anniversaries are $0.04893, $0.05873 and $0.06852 per share. The number of unvested option shares available as of a given time during his employ are subject to appropriate adjustment in the event we undertake or undergo, as applicable, a stock split, reverse stock split, merger, recapitalization and similar transactions, and should Mr. Verweij cease to be in our employ, except for under certain specified circumstances, he will have one month to exercise vested options or otherwise they will become void. Those certain specified circumstances are his termination by us without cause, his termination for good reason, or his termination by reason of a change in control.

Further, Mr. Verweij shall be entitled to five weeks’ paid vacation, as well as in respect of all conventional holidays, a $1,500 monthly health insurance allowance, reimbursement of his out of pocket expenses incurred in connection with his employment, and such other perquisites and benefits as are or as may be made available to other of our executive employees. As of the date of this report, the board of directors has not established a complete set of performance benchmarks for purposes of determining bonuses payable to Mr. Verweij or other of our executives.

If Mr. Verweij’s employment is terminated by us, for cause, or by Mr. Verweij without good reason, he shall be entitled to be paid his accrued salary through, and earned but unused compensated absence time as of, the date of termination, but all remaining unvested stock options will be immediately forfeited by him.

Should we terminate Mr. Verweij’s employment without cause, or should he terminate the same for good reason, he shall be entitled to (i) be paid his then current base salary earned through the date of termination, together with all reimbursements and other amounts owed to him through such date pursuant, including any accrued but unused vacation/holiday time, (ii) an amount equal to one hundred percent (100%) of the greater of (A) his bonus for the year of termination or (B) the bonus actually earned for the year prior to the year of termination, if any, (iii) a lump-sum severance payment severance in an amount equal to the lesser of (A) one (1) times the base salary in the year of such termination or (B) the amount of base salary owed to him for the remainder of the first two years of his employment, (iv) we will continue to provide him with those medical, life and disability insurance benefits, if any, which are provided to him on the last day of his employment by us (or reimburse him for COBRA) for a period of five years, and (v) all stock options granted to him shall immediately vest, and any transfer restrictions thereon shall cease to be effective.

Finally, during the term of his employment and for a period of (i) one year thereafter if we terminate his employment without cause or he terminates his employment for good reason or (ii) two years otherwise, Mr. Verweij agreed to not engage in any competitive business or activities anywhere in the world, and during and subsequent to his employment, he has agreed to keep certain of our important or sensitive information confidential.

Geurt van Wijk. Under the terms of the December 21, 2015 employment agreement we entered into with Mr. van Wijk, he agreed to serve as our Chief Operating Officer for a period of two years, that term automatically renewable for one year periods thereafter unless notice by either of Mr. van Wijk or us is provided to the other to the contrary within 30 days prior to the expiration of any such period. The employment agreement provides for, among other things, Mr. van Wijk’s full time service from our offices in the Netherlands, for a base annual salary equal to EURO 120,000, subject to the possible increase at each anniversary thereof to be determined by a majority of the independent members of the board of directors in its discretion; provided, however, that Mr. van Wijk’s annual salary will be increased to EURO 150,000 upon our entry into fully executed contracts with at least three customers who are unrelated parties that have a minimum of 500 users of the software system being licensed by our subsidiary, Insight, and each of such three contracts are in full force and effect.

Additionally, Mr. van Wijk is eligible to receive a performance bonus during each year of employment of up to 75% of the base salary. The award of each year’s performance bonus, if any, is to be based upon certain performance criteria specified in the employment agreement and to be further determined by a majority of the independent members of the board of directors or a compensation committee to be made up of at least a majority of independent members appointed by the board or directors. Moreover, Mr. van Wijk will receive a stock option grant entitling him to purchase an aggregate of 2,554,278 shares of our common stock which vest one-third on each of the three anniversary dates of his employment, but only if he is still in our employ on the vesting dates. The exercise prices of the option shares as to one third their number on their three respective vesting anniversaries are $0.04893, $0.05873 and $0.06852 per share. The number of unvested option shares available as of a given time during his employ are subject to appropriate adjustment in the event we undertake or undergo, as applicable, a stock split, reverse stock split, merger, recapitalization and similar transactions, and should Mr. van Wijk cease to be in our employ, except for under certain specified circumstances, he will have one month to exercise vested options or otherwise they will become void. Those certain specified circumstances are his termination by us without cause, his termination for good reason, or his termination by reason of a change in control.

Further, Mr. van Wijk shall be entitled to five weeks’ paid vacation, as well as in respect of all conventional holidays, a EURO 1,350 monthly vehicle allowance, which will stop when his annual base salary reaches EURO 150,000, reimbursement of his out of pocket expenses incurred in connection with his employment, and such other perquisites and benefits as are or as may be made available to other of our executive employees. As of the date of this report, the board of directors has not established a complete set of performance benchmarks for purposes of determining bonuses payable to Mr. van Wijk or other of our executives.

If Mr. van Wijk’s employment is terminated by us, for cause, or by Mr. van Wijk without good reason, he shall be entitled to be paid his accrued salary through, and earned but unused compensated absence time as of, the date of termination, but all remaining unvested stock options will be immediately forfeited by him.

Should we terminate Mr. van Wijk’s employment without cause, or should he terminate the same for good reason, he shall be entitled to (i) be paid his then current base salary earned through the date of termination, together with all reimbursements and other amounts owed to him through such date pursuant, including any accrued but unused vacation/holiday time, (ii) an amount equal to one hundred percent (100%) of the greater of (A) his bonus for the year of termination or (B) the bonus actually earned for the year prior to the year of termination, if any, (iii) a lump-sum severance payment severance in an amount equal to the lesser of (A) one (1) times the base salary in the year of such termination or (B) the amount of base salary owed to him for the remainder of the first two years of his employment, (iv) we will continue to provide him with those medical, life and disability insurance benefits, if any, which are provided to him on the last day of his employment by us (or reimburse him for COBRA) for a period of five years, and (v) all stock options granted to him shall immediately vest, and any transfer restrictions thereon shall cease to be effective.

Finally, during the term of his employment and for a period of (i) one year thereafter if we terminate his employment without cause or he terminates his employment for good reason or (ii) two years otherwise, Mr. van Wijk agreed to not engage in any competitive business or activities anywhere in the world, and during and subsequent to his employment, he has agreed to keep certain of our important or sensitive information confidential.

Remy de Vries. As of December 21, 2015, we entered additionally into an employment agreement with Mr. de Vries to serve as our Chief Technology Officer for a period of two years, that term automatically renewable for one year periods thereafter unless notice by either of Mr. de Vries or us is provided to the other to the contrary within 30 days prior to the expiration of any such period. The employment agreement provides for, among other things, Mr. de Vries’ full time service from our offices in the Netherlands, for a base annual salary equal to EURO 120,000, subject to the possible increase at each anniversary thereof to be determined by a majority of the independent members of the board of directors in its discretion; provided, however, that Mr. de Vries’ annual salary will be increased to EURO 150,000 upon our entry into fully executed contracts with at least three customers who are unrelated parties that have a minimum of 500 users of the software system being licensed by our subsidiary, Insight, and each of such three contracts are in full force and effect.

Additionally, Mr. de Vries is eligible to receive a performance bonus during each year of employment of up to 75% of the base salary. The award of each year’s performance bonus, if any, is to be based upon certain performance criteria specified in the employment agreement and to be further determined by a majority of the independent members of the board of directors or a compensation committee to be made up of at least a majority of independent members appointed by the board or directors. Moreover, Mr. de Vries will receive a stock option grant entitling him to purchase an aggregate of 2,554,278 shares of our common stock which vest one-third on each of the anniversary dates of his employment, but only if he is still in our employ on the vesting date. The exercise prices of the option shares as to one third their number on their three respective vesting anniversaries are $0.04893, $0.05873 and $0.06852 per share. The number of unvested option shares available as of a given time during his employ are subject to appropriate adjustment in the event we undertake or undergo, as applicable, a stock split, reverse stock split, merger, recapitalization and similar transactions, and should Mr. de Vries cease to be in our employ, except for under certain specified circumstances, he will have one month to exercise vested options or otherwise they will become void. Those certain specified circumstances are his termination by us without cause, his termination for good reason, or his termination by reason of a change in control.

Further, Mr. de Vries shall be entitled to five weeks’ paid vacation, as well as in respect of all conventional holidays, a EURO 1,350 monthly vehicle allowance, which will stop when his annual base salary reaches EURO 150,000, reimbursement of his out of pocket expenses incurred in connection with his employment, and such other perquisites and benefits as are or as may be made available to other of our executive employees. As of the date of this report, the board of directors has not established a complete set of performance benchmarks for purposes of determining bonuses payable to Mr. de Vries or other of our executives.

If Mr. de Vries’ employment is terminated by us, for cause, or by Mr. de Vries without good reason, he shall be entitled to be paid his accrued salary through, and earned but unused compensated absence time as of, the date of termination, but all remaining unvested stock options will be immediately forfeited by him.

Should we terminate Mr. de Vries’ employment without cause, or should he terminate the same for good reason, he shall be entitled to (i) be paid his then current base salary earned through the date of termination, together with all reimbursements and other amounts owed to him through such date pursuant, including any accrued but unused vacation/holiday time, (ii) an amount equal to one hundred percent (100%) of the greater of (A) his bonus for the year of termination or (B) the bonus actually earned for the year prior to the year of termination, if any, (iii) a lump-sum severance payment severance in an amount equal to the lesser of (A) one (1) times the base salary in the year of such termination or (B) the amount of base salary owed to him for the remainder of the first two years of his employment, (iv) we will continue to provide him with those medical, life and disability insurance benefits, if any, which are provided to him on the last day of his employment by us (or reimburse him for COBRA) for a period of five years, and (v) all stock options granted to him shall immediately vest, and any transfer restrictions thereon shall cease to be effective.

Finally, during the term of his employment and for a period of (i) one year thereafter if we terminate his employment without cause or he terminates his employment for good reason or (ii) two years otherwise, Mr. de Vries agreed to not engage in any competitive business or activities anywhere in the world, and during and subsequent to his employment, he has agreed to keep certain of our important or sensitive information confidential.

Litigation

From time to time we may be a defendant and/or plaintiff in various other legal proceedings arising in the normal course of our business. We are currently not a party to any material legal proceedings or government actions, including any bankruptcy, receivership, or similar proceedings. In addition, we are not aware of any known litigation or liabilities involving the operators of our properties that could affect our operations. Furthermore, as of the date, our management is not aware of any proceedings to which any of our directors, officers, or affiliates, or any associate of any such director, officer, affiliate, or security holder is a party adverse to our company or has a material interest adverse to us.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2017

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 12. SUBSEQUENT EVENTS

Issuance of Common Stock

Subsequent to March 31, 2017, the Company issued 10,272,988 shares of common stock for the conversion of convertible notes in the principal amount of $68,884.

Convertible Notes

The Company sold to AUCTUS FUND, LLC, a Delaware limited liability company (the “Purchaser”) a 10% Convertible Note in the principal amount of $168,500 (the “Note”) for a purchase price of $168,500. The Note was funded and the transaction closed on April 12, 2017. The Note matures on January 10, 2018 (the “Maturity Date”). Interest accrues daily on the outstanding principal amount of the Note at a rate per annum equal to 10% on the basis of a 365-day year. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty-four (24%) per annum. The principal amount of the Note and interest are payable on the Maturity Date. The Note is convertible into common stock, subject to Rule 144, at any time after the issue date of the Note at a conversion price of $0.04 per share of the Company’s Common Stock, subject to adjustment as set forth in Sections 1.2 – 1.9 of the Note therein, including, without limitation Prepayment of the Note pursuant to Section 1.9 therein.

Effective on May 2, 2017 the Company sold to Crown Bridge Partners, LLC (“Investor”) a convertible promissory note in the principal amount of $55,000 for a purchase price of $45,000. The Note bears interest at the rate of 1% per year. The Note matures on April 10, 2018. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty-two (22%) per annum. The principal amount of the Note and interest are payable on its maturity date. The Investor is entitled to, at any time or from time to time, convert the Note into shares of the Company’s common stock, at a conversion price per share equal to seventy five percent (75%) of the lowest traded price of the common stock for the twenty (20) trading days immediately preceding the date of the date of conversion, upon the terms and subject to the conditions of the Note. The conversion price of the Note is subject to adjustment in the event of stock splits, stock dividends and similar corporate events. In addition, the conversion price is subject to adjustment if we issue or sell convertible promissory notes that are convertible for a consideration per share less than the conversion price then in effect or includes a longer look back period than provided in the Note. If this should occur, the conversion price is reduced to the lowest price at which these securities were issued or are exercisable or in the case of a more favorable look back period, the look back period shall be adjusted to such greater number of days. The Note contains representations, warranties, events of default, beneficial ownership limitations, prepayment options, and other provisions that are customary of similar instruments.

The Note is not convertible to the extent that (a) the number of shares of the Company’s common stock beneficially owned by the Investor and (b) the number of shares of the Company’s common stock issuable upon the conversion of the Note or otherwise would result in the beneficial ownership by Investor of more than 4.99% of the Company’s then outstanding common stock. This ownership limitation can be increased or decreased to any percentage not exceeding 9.99% by the Investor upon a notice of 61 days to us.

Series B Preferred Stock

On May 11, 2017, the Company filed a certificate of designation, preferences and rights of Series B Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada to designate 1,500,000 shares of its previously authorized preferred stock as Series B Preferred Stock. The holders of shares of Series B Preferred Stock that are not entitled to dividends or distributions have the following voting rights:

· Each share of Series B Preferred Stock entitles the holder to 250 votes on all matters submitted to a vote of the Company’s stockholders. In the event that such votes do not total at least 51% of all votes, then the votes cast by the holders of the Series B Preferred Stock shall be equal to 51% of all votes cast at any meeting of the Company’s stockholders or any issue put to the stockholders for voting.

· Except as otherwise provided in the Certificate of Designation, the holders of Series B Preferred Stock, the holders of Company common stock and the holders of shares of any other Company capital stock having general voting rights and shall vote together as one class on all matters submitted to a vote of the Company’s stockholders.

· The holders of the Series B Preferred Stock do not have any conversion rights.

On May 12, 2017, the Company entered into investment agreements (the “Investment Agreements”) with three entities in which Arend D. Verweij, Geurt van Wijk and Remy de Vries, individuals who are either executive officers and directors or both of the Company, have a pecuniary interest in and exercise voting and dispositive control over. Pursuant to the terms of each of the respective Investment Agreements, the Company sold to each of the three entities 500,000 shares of the Series B Preferred Stock at a purchase price of $500 ($0.001 per share).

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SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

Basis of Presentation of Interim Financial Statements

Basis of Presentation of Interim Financial Statements

The accompanying interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited consolidated financial statements for fiscal year 2016 have been omitted. This report should be read in conjunction with the audited consolidated financial statements and the footnotes thereto for the fiscal year ended December 31, 2016 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on March 31, 2017.

Consolidation Policy

Consolidation Policy

For March 31, 2017, the unaudited condensed consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiary, Insight Innovators B.V. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates and Assumptions

Use of Estimates and Assumptions

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions about collection of accounts and notes receivable, the valuation and recognition of stock-based compensation expense, the valuation and recognition of derivative liability, valuation allowance for deferred tax assets and useful life of fixed assets.

Functional currency

Functional currency

The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars (“USD”). The Company’s wholly owned subsidiary (Insight’s) functional currency is the Euro. The financial statements are translated into USD in accordance with Codification ASC 830, “Foreign Currency Matters”. All assets and liabilities were translated at the current exchange rate, at respective balance sheet dates, shareholders’ equity is translated at the historical rates and income statement items are translated at the average exchange rate for the reporting periods. The resulting translation adjustments are reported as other comprehensive income and accumulated other comprehensive income in the shareholders’ equity in accordance with Codification ASC 220, “Comprehensive Income”.

Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated into Euro at the rate on the date of the transaction and included in the results of operations as incurred. There were no material transaction gains or losses in the periods presented.

	March 31, 2017		December 31, 2016
Spot Euro: USD exchange rate	$	1.07	$	1.05
Average Euro: USD exchange rate	$	1.06	$	1.08–1.12

Cash and cash equivalents

Cash and cash equivalents

Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less, at the date acquired. As of March 31, 2017 and December 31, 2016, cash primarily consists of cash on hand and in bank. As of March 31, 2017, cash held in a U.S. bank was $119,010 and cash held in foreign bank in the Netherlands was $1,856 (EUR1,735). As of December 31, 2016, cash held in a U.S. bank was $9,971 and cash held in foreign bank in the Netherlands was $3,203 (EUR3,050).

Revenue recognition

Revenue recognition

The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (i) persuasive evidence of an arrangement exists; (ii) services have been rendered; (iii) the fee is fixed or is determinable; and (iv) collectability is reasonably assured. Determination of criteria (iii) and (iv) are based on management’s judgments regarding the fixed nature of the selling prices of the services delivered and the collectability of those amounts. The Company’s agreements do not include general rights of return and do not provide clients with the right to take possession of the software supporting the services being provided. As such, the agreements are accounted for as service contracts.

Revenues from the services rendered are recognized in proportion to the services delivered.

Any amount receivable or received, but unrecognized for revenue recognition purpose is recorded as deferred revenues.

Sales taxes collected from clients and remitted to governmental authorities where applicable are accounted for on a net basis and therefore are excluded from revenues in the statements of operations.

Share-Based Expense

Share-Based Expense

ASC 718, ”Compensation – Stock Compensation,” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, ”Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Share-based expense totaled $28,184 and $50,842 for the three months ending March 31, 2017 and 2016, respectively.

Fair value measurements

Fair value measurements

Fair value is defined as the price that the Company would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent counter-party in the principal market or in the absence of a principal market, the most advantageous market for the investment or liability. A three-tier hierarchy is established to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs); and establishes a classification of fair value measurements for disclosure purposes. 

The hierarchy is summarized in the three broad levels listed below:

Level 1	-	quoted prices in active markets for identical assets and liabilities
Level 2	-	other significant observable inputs (including quoted prices for similar assets and liabilities, interest rates, credit risk, etc.)
Level 3	-	significant unobservable inputs (including the Company’s own assumptions in determining the fair value of assets and liabilities).

In accordance with Accounting Standards Codification (“ASC”) 815, the Company’s debt derivative liabilities are measured at fair value on a recurring basis, and are level 3 measurements in the three-tier fair value hierarchy. 

There were no transfers between the levels of the fair value hierarchy during the three months ended March 31, 2017 and 2016.

Fair value of financial instruments

Fair value of financial instruments

The Company’s financial instruments consist primarily of cash, accounts payable and accrued expenses, and debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

The following table summarizes fair value measurements by level at March 31, 2017 and December 31, 2016 measured at fair value on a recurring basis: 

March 31, 2017	Level 1		Level 2		Level 3		Total
Assets
None	$	-	$	-	$	-	$	-
Liabilities
Derivative liabilities	$	-	$	-	$	260,771	$	260,771

December 31, 2016	Level 1		Level 2		Level 3		Total
Assets
None	$	-	$	-	$	-	$	-
Liabilities
Derivative liabilities	$	-	$	-	$	2,577,652	$	2,577,652

Recently Issued Accounting Standards

Recently Issued Accounting Standards

In February 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-06, “Plan Accounting: Defined Benefit Pension Plans (Topic 960); Defined Contribution Pension Plans (Topic 962); Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting.” Among other things, the amendments require a plan’s interest in that master trust and any change in that interest to be presented in separate line items in the statement of net assets available for benefits and in the statement of changes in net assets available for benefits, respectively. The amendments also remove the requirement to disclose the percentage interest in the master trust for plans with divided interests and require that all plans disclose the dollar amount of their interest in each of those general types of investments. The amendments require all plans to disclose: (a) their master trust’s other asset and liability balances; and (b) the dollar amount of the plan’s interest in each of those balances. Lastly, the amendments eliminate redundant investment disclosures (e.g., those required by Topics 815 and 820) relating to 401(h) account assets. Effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The amendments should be applied retrospectively to each period for which financial statements are presented. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its consolidated financial statements.

In February 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-05, “Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.” The amendments clarify that a financial asset is within the scope of Subtopic 610-20 if it meets the definition of an in substance nonfinancial asset. The amendments also define the term in substance nonfinancial asset. The amendments clarify that nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty. For example, a parent may transfer control of nonfinancial assets by transferring ownership interests in a consolidated subsidiary. A contract that includes the transfer of ownership interests in one or more consolidated subsidiaries is within the scope of Subtopic 610-20 if substantially all of the fair value of the assets that are promised to the counterparty in a contract is concentrated in nonfinancial assets. The amendments clarify that an entity should identify each distinct nonfinancial asset or in substance nonfinancial asset promised to a counterparty and derecognize each asset when a counterparty obtains control of it. Effective at the same time as the amendments in Update 2014-09, Revenue from Contracts with Customers (Topic 606). Therefore, public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the amendments in this Update to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the amendments in this Update to annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. All other entities may apply the guidance earlier as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance earlier as of annual reporting periods beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance. An entity is required to apply the amendments in this Update at the same time that it applies the amendments in Update 2014-09. The Company is currently evaluating the potential impact this standard may have on its financial position and results of operations.

In January 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” These amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Effective for public business entities that are a SEC filers for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. ASU 2017-04 should be adopted on a prospective basis. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard will be effective for the Company on January 1, 2018, however, early adoption is permitted with prospective application to any business development transaction.

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

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SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

Schedule of differences between reported amount and reporting currency denominated amount

	March 31, 2017		December 31, 2016
Spot Euro: USD exchange rate	$	1.07	$	1.05
Average Euro: USD exchange rate	$	1.06	$	1.08–1.12

Schedule of fair value measurements recurring and nonrecurring

March 31, 2017	Level 1		Level 2		Level 3		Total
Assets
None	$	-	$	-	$	-	$	-
Liabilities
Derivative liabilities	$	-	$	-	$	260,771	$	260,771

December 31, 2016	Level 1		Level 2		Level 3		Total
Assets
None	$	-	$	-	$	-	$	-
Liabilities
Derivative liabilities	$	-	$	-	$	2,577,652	$	2,577,652

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PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2017

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

	March 31,			December 31,
	2017			2016
Furniture	$	5,915		$	5,915
Computers		18,886			18,886
		24,801			24,801
Accumulated Depreciation		(18,639	)		(17,593	)
Foreign currency translation effect		(2,358	)		(2,439	)
Property and equipment, net	$	3,804		$	4,769

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NOTES PAYABLE (Tables)

3 Months Ended

Mar. 31, 2017

Debt Instrument [Line Items]

Schedule of note payable

	March 31,		December 31,
	2017		2016
Promissory Notes - December 2016	$	51,000	$	51,000
Promissory Notes - January 2017		10,000		-
Less current portion of notes payable		61,000		51,000
Long-term notes payable	$	-	$	-

Notes Payable - Related Parties

Debt Instrument [Line Items]

Schedule of note payable

	March 31,		December 31,
	2017		2016
Promissory Notes	$	39,590	$	38,850
Less current portion of notes payable		39,590		38,850
Long-term notes payable	$	-	$	-

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CONVERTIBLE NOTES PAYABLE (Tables)

3 Months Ended

Mar. 31, 2017

Convertible Notes Payable [Abstract]

Schedule of convertible note payable

	March 31,			December31,
	2017			2016
Convertible Note - December 2015	$	350,000		$	350,000
Convertible Note - February 2016		-			30,000
Convertible Note - March 2016		250,000			250,000
Convertible Notes - May 2016		62,500			75,000
Convertible Note - June 2016		15,000			15,000
Convertible Notes - September 2016		176,510			201,511
Convertible Notes -October 2016		130,748			148,798
Convertible Notes - November 2016		25,000			25,000
Convertible Notes - December 2016		75,000			75,000
Convertible Notes - March 2017		168,500			-
		1,253,258			1,170,309
Less debt discount and debt issuance cost		(267,403	)		(414,118	)
		985,855			756,191
Less current portion of convertible notes payable		985,855			756,191
Long-term convertible notes payable	$	-		$	-

Schedule of outstanding and exercisable warrants

	Warrants Outstanding						Warrants Exercisable
	Number of Shares		Weighted Average Remaining Contractual life  (in years)		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
3/28/2016		250,000		3.99	$	0.40		250,000	$	0.40
9/12/2016		75,000		2.42		0.0211		75,000		0.0211
9/12/2016		50,755		2.42		0.0211		50,755		0.0211
9/21/2016		75,000		2.45		0.0211		75,000		0.0211
1/30/2017		2,000,000		2.84		0.2500		2,000,000		0.2500
2/21/2017		1,000,000		0.90		0.0200		-		-
2/28/2017		124,000		1.92		0.0200		124,000		0.0200
2/28/2017		12,500		1.92		0.0200		12,500		0.0200
		3,587,255						2,587,255

Schedule of warrants activity

	Warrants Outstanding
			Weighted Average
	Shares		Exercise Price
Balances as of December 31, 2016		450,755	$	0.23
Granted		3,136,500		0.17
Exercised		-		-
Forfeited/canceled		-		-
Balances as of March 31, 2017		3,587,255	$	0.17

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DERIVATIVE LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2017

Derivative Liability [Abstract]

Schedule of derivative liabilities

	Three Months Ended		Year Ended
	March 31, 2017		December 31, 2016
Expected term	0.08 - 3.99 years		0.10 - 5.00 years
Expected average volatility	113% - 151%		98% - 169%
Expected dividend yield		-		-
Risk-free interest rate	0.67%-1.72%		0.36% - 1.93%

Schedule of loss on derivative liability

Fair Value Measurements Using Significant Observable Inputs (Level 3)
Balance - December 31, 2016	$	2,577,652
Addition of new derivative liabilities upon issuance of convertible notes as debt discounts		24,631
Addition of new derivatives liabilities recognized as issuance of warrants as stock based compensation expense		17,737
Reduction of derivatives liabilities from conversion of convertible note to common shares		(81,943	)
Gain on change in fair value of the derivative liabilities		(2,277,306	)
Balance – March 31, 2017	$	260,771

Schedule of fair value of the option liability at each measurement date

	Three Months Ended
	March 31,
	2017			2016
Day one loss due to derivative liabilities on convertible notes and warrants	$	-		$	284,380
(Gain) Loss on change in fair value of the derivative liabilities		(2,277,306	)		891,770
(Gain) Loss on change in the fair value of derivative liabilities	$	(2,277,306	)	$	1,176,150

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CONCENTRATIONS (Tables)

3 Months Ended

Mar. 31, 2017

Risks and Uncertainties [Abstract]

Schedule of information as customer that accounted to the Company's revenues

	Three Months Ended			Three Months Ended
Customer	March 31, 2017			March 31, 2016
EU PWN		59	%		100	%
US NRECA		41	%		-

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INCENTIVE STOCK PLANS (Tables)

3 Months Ended

Mar. 31, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of stock options outstanding

	Options Outstanding
			Weighted-		Fair Value
	Number of		Average		on Grant		Intrinsic
	Shares		Exercise Price		Date		Value
Balances as of December 31, 2016		8,173,686	$	0.0587	$	71,630	$	2,997
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited/canceled		-		-		-		-
Balances as of March 31, 2017		8,173,686	$	0.0587	$	71,630	$	-

Schedule of weighted-average assumptions

	Year Ended December 31,
	2015
Expected term	5 years
Expected average volatility		95	%
Expected dividend yield		-
Risk-free interest rate		1.67	%
Expected annual forfeiture rate		-

Schedule of outstanding and exercisable stock options

Options Outstanding						Options Exercisable
Number of Shares		Weighted Average Remaining Contractual life (in years)		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
	8,173,686		3.73	$	0.0587		2,724,562	$	0.0489

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ORGANIZATION AND BUSINESS (Detail Textuals) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operating losses	$ (344,018)	$ (460,799)
Accumulated deficit	(3,497,809)		$ (5,255,277)
Working capital	$ 2,126,729

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SIGNIFICANT ACCOUNTING POLICIES (Details)	Mar. 31, 2017	Dec. 31, 2016
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items]
Spot Euro: USD exchange rate	1.07	1.05
Average Euro: USD exchange rate	1.06
Minimum
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items]
Average Euro: USD exchange rate		1.08
Maximum
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items]
Average Euro: USD exchange rate		1.12

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SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Assets
Assets
Liabilities
Derivative liabilities	260,771	2,577,652
Level 1
Assets
Assets
Liabilities
Derivative liabilities
Level 2
Assets
Assets
Liabilities
Derivative liabilities
Level 3
Assets
Assets
Liabilities
Derivative liabilities	$ 260,771	$ 2,577,652

XML

SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals)	3 Months Ended
	Mar. 31, 2017 USD ($)	Mar. 31, 2016 USD ($)	Mar. 31, 2017 EUR (€)	Dec. 31, 2016 USD ($)	Dec. 31, 2016 EUR (€)
Accounting Polices [Line Items]
Share-based Compensation	$ 28,184	$ 50,842
U.S. bank
Accounting Polices [Line Items]
Cash held in accounts	119,010			$ 9,971
Netherlands
Accounting Polices [Line Items]
Cash held in accounts	$ 1,856		€ 1,735	$ 3,203	€ 3,050

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PROPERTY AND EQUIPMENT (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Property and equipment, Gross	$ 24,801	$ 24,801
Accumulated Depreciation	(18,639)	(17,593)
Foreign currency translation effect	(2,358)	(2,439)
Property and equipment, net	3,804	4,769
Furniture
Property, Plant and Equipment [Line Items]
Property and equipment, Gross	5,915	5,915
Computers
Property, Plant and Equipment [Line Items]
Property and equipment, Gross	$ 18,886	$ 18,886

XML

PROPERTY AND EQUIPMENT (Detail Textuals) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1,047	$ 1,386

XML

NOTES PAYABLE (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Less current portion of notes payable	$ 61,000	$ 51,000
Long-term notes payable
Notes Payable - Related Parties
Debt Instrument [Line Items]
Promissory Notes	39,590	38,850
Less current portion of notes payable	39,590	38,850
Long-term notes payable
Promissory Notes - December 2016
Debt Instrument [Line Items]
Promissory Notes	51,000	51,000
Promissory Notes - January 2017
Debt Instrument [Line Items]
Promissory Notes	$ 10,000

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NOTES PAYABLE (Detail Textuals)	1 Months Ended		3 Months Ended
	Dec. 31, 2016 USD ($)	Dec. 31, 2016 EUR (€)	Mar. 31, 2017 USD ($)	Mar. 31, 2016 USD ($)	Jan. 26, 2017 USD ($)	Dec. 30, 2016 USD ($)	Sep. 12, 2016 shares	Aug. 29, 2016 USD ($)	Aug. 29, 2016 EUR (€)	Jun. 30, 2016 USD ($)	Jun. 30, 2016 EUR (€)	Jun. 29, 2016 USD ($)	Jun. 29, 2016 EUR (€)
Debt Instrument [Line Items]
Accrued interest	$ 28		$ 2,894
Amortization of debt discount and debt issue cost			189,845	$ 10,479
Loss on extinguishment of debt			69,389
Promissory Note
Debt Instrument [Line Items]
Convertible debt, interest rate					20.00%	20.00%
Principle amount of debt					$ 10,000	$ 51,000
Number of shares called by warrants | shares							50,755
Promissory Note | Notes Payable - Related Parties
Debt Instrument [Line Items]
Accrued interest	2,046		$ 2,866
Convertible debt, interest rate								8.00%	8.00%	8.00%	8.00%	8.00%	8.00%
Principle amount of debt								$ 37,450	€ 35,000	$ 10,700	€ 10,000	$ 10,700	€ 10,000
Amount of note payable repaid	$ 18,900	€ 18,000

XML

CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Less current portion of convertible note payable	$ (985,855)	$ (756,191)
Convertible Note
Debt Instrument [Line Items]
Convertible notes payable	1,253,258	1,170,309
Less debt discount and debt issuance cost	(267,403)	(414,118)
Total	985,855	756,191
Less current portion of convertible note payable	985,855	756,191
Long-term convertible note payable
Convertible Note | December 2015
Debt Instrument [Line Items]
Convertible notes payable	350,000	350,000
Convertible Note | February 2016
Debt Instrument [Line Items]
Convertible notes payable		30,000
Convertible Note | March 2016
Debt Instrument [Line Items]
Convertible notes payable	250,000	250,000
Convertible Note | May 2016
Debt Instrument [Line Items]
Convertible notes payable	62,500	75,000
Convertible Note | June 2016
Debt Instrument [Line Items]
Convertible notes payable	15,000	15,000
Convertible Note | September 2016
Debt Instrument [Line Items]
Convertible notes payable	176,510	201,511
Convertible Note | October 2016
Debt Instrument [Line Items]
Convertible notes payable	130,748	148,798
Convertible Note | November 2016
Debt Instrument [Line Items]
Convertible notes payable	25,000	25,000
Convertible Note | December 2016
Debt Instrument [Line Items]
Convertible notes payable	75,000	75,000
Convertible Note | March 2017
Debt Instrument [Line Items]
Convertible notes payable	$ 168,500

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CONVERTIBLE NOTES PAYABLE (Details 1) - $ / shares	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Class of Warrant or Right [Line Items]
Warrants Outstanding, Number Of Shares	3,587,255	450,755
Warrants Outstanding, Weighted Average Exercise Price	$ 0.17	$ 0.23
Warrants Exercisable, Number of Shares	2,587,255
Weighted Average Exercise Price $ 0.40 | 3/28/2016
Class of Warrant or Right [Line Items]
Issue Date	Mar. 28, 2016
Warrants Outstanding, Number Of Shares	250,000
Warrants Outstanding, Weighted Average Remaining Contractual life (in years)	3 years 11 months 27 days
Warrants Outstanding, Weighted Average Exercise Price	$ 0.4
Warrants Exercisable, Number of Shares	250,000
Warrants Exercisable, Weighted Average Exercise Price	$ 0.4
Weighted Average Exercise Price $ 0.0211 | 9/12/2016
Class of Warrant or Right [Line Items]
Issue Date	Sep. 12, 2016
Warrants Outstanding, Number Of Shares	75,000
Warrants Outstanding, Weighted Average Remaining Contractual life (in years)	2 years 5 months 1 day
Warrants Outstanding, Weighted Average Exercise Price	$ 0.0211
Warrants Exercisable, Number of Shares	75,000
Warrants Exercisable, Weighted Average Exercise Price	$ 0.0211
Weighted Average Exercise Price $ 0.0211 | 9/12/2016
Class of Warrant or Right [Line Items]
Issue Date	Sep. 12, 2016
Warrants Outstanding, Number Of Shares	50,755
Warrants Outstanding, Weighted Average Remaining Contractual life (in years)	2 years 5 months 1 day
Warrants Outstanding, Weighted Average Exercise Price	$ 0.0211
Warrants Exercisable, Number of Shares	50,755
Warrants Exercisable, Weighted Average Exercise Price	$ 0.0211
Weighted Average Exercise Price $ 0.0211 | 9/21/2016
Class of Warrant or Right [Line Items]
Issue Date	Sep. 21, 2016
Warrants Outstanding, Number Of Shares	75,000
Warrants Outstanding, Weighted Average Remaining Contractual life (in years)	2 years 5 months 12 days
Warrants Outstanding, Weighted Average Exercise Price	$ 0.0211
Warrants Exercisable, Number of Shares	75,000
Warrants Exercisable, Weighted Average Exercise Price	$ 0.0211
Weighted Average Exercise Price $ 0.2500 | 1/30/2017
Class of Warrant or Right [Line Items]
Issue Date	Jan. 30, 2017
Warrants Outstanding, Number Of Shares	2,000,000
Warrants Outstanding, Weighted Average Remaining Contractual life (in years)	2 years 10 months 2 days
Warrants Outstanding, Weighted Average Exercise Price	$ 0.2500
Warrants Exercisable, Number of Shares	2,000,000
Warrants Exercisable, Weighted Average Exercise Price	$ 0.2500
Weighted Average Exercise Price $ 0.0200 | 2/21/2017
Class of Warrant or Right [Line Items]
Issue Date	Feb. 21, 2017
Warrants Outstanding, Number Of Shares	1,000,000
Warrants Outstanding, Weighted Average Remaining Contractual life (in years)	10 months 24 days
Warrants Outstanding, Weighted Average Exercise Price	$ 0.0200
Warrants Exercisable, Number of Shares
Warrants Exercisable, Weighted Average Exercise Price
Weighted Average Exercise Price $ 0.0200 | 2/28/2017
Class of Warrant or Right [Line Items]
Issue Date	Feb. 28, 2017
Warrants Outstanding, Number Of Shares	124,000
Warrants Outstanding, Weighted Average Remaining Contractual life (in years)	1 year 11 months 1 day
Warrants Outstanding, Weighted Average Exercise Price	$ 0.0200
Warrants Exercisable, Number of Shares	124,000
Warrants Exercisable, Weighted Average Exercise Price	$ 0.0200
Weighted Average Exercise Price $ 0.0200 | 2/28/2017
Class of Warrant or Right [Line Items]
Issue Date	Feb. 28, 2017
Warrants Outstanding, Number Of Shares	12,500
Warrants Outstanding, Weighted Average Remaining Contractual life (in years)	1 year 11 months 1 day
Warrants Outstanding, Weighted Average Exercise Price	$ 0.0200
Warrants Exercisable, Number of Shares	12,500
Warrants Exercisable, Weighted Average Exercise Price	$ 0.0200

XML

CONVERTIBLE NOTES PAYABLE (Details 2)	3 Months Ended
	Mar. 31, 2017 $ / shares shares
Number of Shares
Balances as of December 31, 2016 | shares	450,755
Granted | shares	3,136,500
Exercised | shares
Forfeited/canceled/expired | shares
Balances as of March 31, 2017 | shares	3,587,255
Weighted- Average Exercise Price
Balances as of December 31, 2016 | $ / shares	$ 0.23
Granted | $ / shares	0.17
Exercised | $ / shares
Forfeited/canceled/expired | $ / shares
Balances as of March 31, 2017 | $ / shares	$ 0.17

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CONVERTIBLE NOTES PAYABLE (Detail Textuals)	1 Months Ended		3 Months Ended		12 Months Ended
	Jul. 22, 2016 USD ($) $ / shares shares	Dec. 21, 2015 USD ($) Day	Mar. 31, 2017 USD ($) $ / shares shares	Mar. 31, 2016 USD ($)	Dec. 31, 2016 USD ($) shares	Jan. 26, 2017 USD ($)	Dec. 30, 2016 USD ($)	Sep. 12, 2016 shares
Debt Instrument [Line Items]
Amortization of debt discount and debt issue cost			$ 189,845	$ 10,479
Gain on extinguishment of debt			69,389
Derivative liabilities			260,771		$ 2,577,652
Derivative liability recognized as debt discount			24,631	263,879
Day one loss due to derivative on convertible note				(284,380)
Change in fair value of derivative liability			2,277,306	(891,770)
Promissory Note
Debt Instrument [Line Items]
Principle amount of debt						$ 10,000	$ 51,000
Number of shares called by warrants | shares								50,755
Percentage of promissory note						20.00%	20.00%
Convertible notes payable
Debt Instrument [Line Items]
Principle amount of debt					$ 820,308
Number of shares called by warrants | shares					450,755
Debt conversion, description					Conversion prices are typically based on the discounted (20% - 25% discount) lowest trading prices of the Company's shares during various periods prior to conversion. Certain notes are subject to adjustment to not convert in a value band, not lower than $4,000,000 to $6,000,000 or higher than $12,000,000 to $18,000,000, divided by the total number of shares of common stock outstanding immediately prior to the conversion date.
Gain on extinguishment of debt	$ 56,534
Amount of convertible note converted	$ 150,000		85,550
Market trading price per share | shares	941,620
Conversion price | $ / shares	$ 0.27
Derivative liabilities	$ 160,771
Amount of accrued interest			$ 6,023
Number of shares issued upon conversion of debt | shares			4,642,725
Convertible notes payable | Minimum
Debt Instrument [Line Items]
Percentage of promissory note					8.00%
Term of debt instrument					6 months
Convertible notes payable | Maximum
Debt Instrument [Line Items]
Percentage of promissory note					20.00%
Term of debt instrument					18 months
Convertible notes payable | Promissory Note | EMA Financial, LLC
Debt Instrument [Line Items]
Principle amount of debt			$ 168,500
Percentage of promissory note			10.00%
Term of debt instrument			1 year
Amount of convertible note converted			$ 85,550
Conversion price | $ / shares			$ 0.04
Financing costs paid			$ 18,500
Derivative liabilities			260,771		$ 2,577,652
Derivative liability recognized as debt discount			24,631	263,879
Day one loss due to derivative on convertible note			$ 0	$ 284,380
Description of debt conversion default as per Section 1.9			(i) the closing sale price of Common Stock on the Principal Market on the Trading Day immediately preceding the Closing Date, and (ii) 60% of either the lowest sale price for the Common Stock on the Principal Market during the twenty (20) consecutive Trading Days immediately preceding the Conversion Date or the closing bid price, whichever is lower, provided, however, if the Company's share price at any time loses the bid (ex: 0.0001 on the ask with zero market makers on the bid on level 2), then the Conversion Price may, in the Purchaser's sole and absolute discretion, be reduced to a fixed conversion price of 0.00001 (if lower than the conversion price otherwise), and provided, that if on the date of delivery of the Conversion Shares to the Purchaser, or any date thereafter while Conversion Shares are held by the Purchaser, the closing bid price per share of Common Stock on the Principal Market on the Trading Day on which the Common Shares are traded is less than the sale price per share of Common Stock on the Principal Market on the Trading Day used to calculate the Conversion Price hereunder, then such Conversion Price shall be automatically reduced such that the Conversion Price shall be recalculated using the new low closing bid price ("Adjusted Conversion Price") and shall replace the Conversion Price above, and Purchaser shall be issued a number of additional shares such that the aggregate number of shares Purchaser receives is based upon the Adjusted Conversion Price, and provided, further, that the Conversion Price shall be subject to further adjustment in Section 1.2(b) of the Note. Purchaser does not have the right to convert the Note, to the extent that it would beneficially own in excess of 4.9% of the Company's outstanding common stock.
Description of debt conversion default as per Section 3.9			(i) the closing sale price of the Common Stock on the Principal Market on the Trading Day immediately preceding the Closing Date; (ii) 60% of either the lowest sale price or the closing bid price, whichever is lower for the Common Stock on the Principal Market during any Trading Day in which the Event of Default has not been cured. If such Common Stock is not traded on the OTCBB, OTCQB, NASDAQ or NYSE, then such sale price shall be the sale price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no sale price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the "pink sheets" by the National Quotation Bureau, Inc. If such sale price cannot be calculated for such security on such date in the manner provided above, such price shall be the fair market value as mutually determined by the Company and the Purchaser. If the Company's Common stock is chilled for deposit at DTC, becomes chilled at any point while this Note remains outstanding or deposit or other additional fees are payable due to a Yield Sign, Stop Sign or other trading restrictions, or if the closing sale price at any time falls below $0.01 (as appropriately and equitably adjusted for stock splits, stock dividends, stock contributions and similar events), then such 60% figure specified above shall be reduced to 45%. In the event that the shares of the Company's Common Stock are not deliverable via DWAC following the conversion of any amount hereunder, an additional 5% discount will be attributed to the Conversion Price. Additionally, the Company acknowledges that it will take all reasonable steps necessary or appropriate, including providing a board of directors resolution authorizing the issuance of common stock to Purchaser.
Amount of accrued interest			$ 6,023
Amount of gain recognized on note conversion			$ 69,389
Valuation technique used for fair value measurement			Black Scholes valuation model
Number of shares issued upon conversion of debt | shares			4,642,725
Convertible notes payable | Share Exchange Agreement | Promissory Note | Insight Innovators, B.V. | Investor
Debt Instrument [Line Items]
Principle amount of debt		$ 500,000
Percentage of promissory note		10.00%
Assumed accrued interest		$ 3,838
Conversion price percentage		75.00%
Trading days | Day		10
Convertible notes conversion, description		(i) lower than $4,000,000 divided by the total number of shares of Common Stock outstanding immediately prior to the conversion date; or (ii) greater than $12,000,000 divided by the total number of shares of common stock outstanding immediately prior to the conversion date.

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CONVERTIBLE NOTES PAYABLE (Detail Textuals 1)		1 Months Ended					3 Months Ended
	Sep. 12, 2016 USD ($) Day shares	Feb. 28, 2017 $ / shares shares	Feb. 21, 2017 $ / shares shares	Jan. 30, 2017 $ / shares shares	Sep. 21, 2016 USD ($) Day shares	Mar. 28, 2016 USD ($) $ / shares shares	Mar. 31, 2017 USD ($) $ / shares shares	Mar. 31, 2016 USD ($)	Dec. 31, 2016 USD ($) $ / shares shares
Debt Instrument [Line Items]
Proceeds from issuance of convertible note payable | $							$ 135,846	$ 250,000
Exercise price of warrants | $ / shares							$ 0.17		$ 0.23
Number of warrants issued							3,136,500
Convertible Note - September 12, 2016
Debt Instrument [Line Items]
Principle amount of debt | $	$ 150,000
Number of shares called by warrants	75,000
Number of warrants exercisable into common stock	75,000
Convertible Note
Debt Instrument [Line Items]
Principle amount of debt | $									$ 820,308
Number of shares called by warrants									450,755
Number of warrants issued							3,136,500
Convertible Note | March 2016
Debt Instrument [Line Items]
Principle amount of debt | $						$ 250,000
Number of shares called by warrants						250,000
Number of warrants exercisable into common stock						250,000
Term of warrants (in years)						5 years
Exercise price of warrants | $ / shares						$ 0.40
Convertible Note | Convertible Note - September 12, 2016
Debt Instrument [Line Items]
Principle amount of debt | $	$ 101,511
Number of shares called by warrants	50,755
Number of warrants exercisable into common stock	50,755
Term of warrants (in years)	1 year
Percentage of lowest trading price	120.00%
Number of trading day prior to exercise date | Day	20
Convertible Note | Convertible Note - September 12, 2016
Debt Instrument [Line Items]
Principle amount of debt | $	$ 150,000
Number of shares called by warrants	75,000
Number of warrants exercisable into common stock	75,000
Term of warrants (in years)	1 year
Percentage of lowest trading price	120.00%
Number of trading day prior to exercise date | Day	20
Convertible Note | Convertible Note - September 21, 2016
Debt Instrument [Line Items]
Principle amount of debt | $					$ 150,000
Number of shares called by warrants					75,000
Number of warrants exercisable into common stock					75,000
Term of warrants (in years)					1 year
Percentage of lowest trading price					120.00%
Number of trading day prior to exercise date | Day					20
Convertible Note | Convertible Note - January 30, 2017
Debt Instrument [Line Items]
Number of shares called by warrants				2,000,000
Number of warrants exercisable into common stock				2,000,000
Term of warrants (in years)				3 years
Exercise price of warrants | $ / shares				$ 0.25
Convertible Note | Convertible Note - February 21, 2017
Debt Instrument [Line Items]
Number of shares called by warrants			1,000,000
Number of warrants exercisable into common stock			1,000,000
Term of warrants (in years)			3 years
Exercise price of warrants | $ / shares			$ 0.02
Convertible Note | Convertible Note - February 28, 2017
Debt Instrument [Line Items]
Number of shares called by warrants		136,500
Number of warrants exercisable into common stock		136,500
Term of warrants (in years)		3 years
Exercise price of warrants | $ / shares		$ 0.02

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DERIVATIVE LIABILITIES (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Derivative Liabilities [Line Items]
Expected dividend yield
Minimum
Derivative Liabilities [Line Items]
Expected term	29 days	1 month 6 days
Expected average volatility	113.00%	98.00%
Risk-free interest rate	0.67%	0.36%
Maximum
Derivative Liabilities [Line Items]
Expected term	3 years 11 months 27 days	5 years
Expected average volatility	151.00%	169.00%
Risk-free interest rate	1.72%	1.93%

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DERIVATIVE LIABILITIES (Details 1)	3 Months Ended
	Mar. 31, 2017 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance - December 31, 2016	$ 2,577,652
Addition of new derivative liabilities upon issuance of convertible notes as debt discounts	24,631
Addition of new derivatives liabilities recognized as issuance of warrants as stock based compensation expense	17,737
Reduction of derivatives liabilities from conversion of convertible note to common shares	(81,943)
Gain on change in fair value of the derivative liabilities	(2,277,306)
Balance - March 31, 2017	$ 260,771

XML

DERIVATIVE LIABILITIES (Details 2) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Derivative Liability [Abstract]
Day one loss due to derivative liabilities on convertible notes and warrants		$ 284,380
(Gain) Loss on change in fair value of the derivative liabilities	(2,277,306)	891,770
(Gain) Loss on change in the fair value of derivative liabilities	$ (2,277,306)	$ 1,176,150

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RELATED PARTY CONSIDERATIONS (Detail Textuals)		3 Months Ended
	Jul. 01, 2014 EUR (€)	Mar. 31, 2017 USD ($)	Mar. 31, 2017 EUR (€)	Mar. 31, 2016 USD ($)	Dec. 31, 2016 USD ($)
Related Party Transaction [Line Items]
Management fees		$ 122,448		$ 124,552
Management fees payable - related parties		390,459			$ 296,816
Accrued interest - related parties		20,835			$ 9,172
Insight
Related Party Transaction [Line Items]
Payments for rent per month	€ 7,500	$ 1,590	€ 1,500

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CONCENTRATIONS (Details) - Revenue - Customer concentration risk	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
EU | PWN
Concentration Risk [Line Items]
Concentration risk percentage	59.00%	100.00%
US | NRECA
Concentration Risk [Line Items]
Concentration risk percentage	41.00%

XML

CONCENTRATIONS (Detail Textuals) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Concentration Risk [Line Items]
Revenues	$ 18,233	$ 1,732
Insight Innovators, B.V.
Concentration Risk [Line Items]
Revenues	$ 10,733

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STOCKHOLDERS' DEFICIT (Detail Textuals) - $ / shares	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Stockholders Equity Note [Line Items]
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Number of common stock shares issued upon conversion	3,579,256
Series A convertible preferred stock
Stockholders Equity Note [Line Items]
Preferred stock, shares authorized	808,000	808,000
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, stated value per share (in dollars per share)	$ 1.00	$ 1.00
Preferred stock, voting rights description	the shares have no voting rights, provided, however, that for so long as any shares are outstanding, we many not, without the affirmative vote of at least 51% of the then outstanding shares of the Series A Preferred, (a) alter or change adversely the powers, preferences or rights given to the Series A Preferred or alter or amend the Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation (as defined) senior to, or otherwise in pari passu with, the Series A Preferred, (c) amend our articles of incorporation or other charter documents in any manner that adversely affects any rights of the holders, (d) increase the number of authorized shares of Series A Preferred, or (e) enter into any agreement with respect to any of the foregoing.
Conversion price	$ 0.1778
Conversion price post stock split	$ 0.0296
Number of shares converted	105,946
Number of common stock shares issued upon conversion	3,579,256
Preferred stock, shares issued	94,333	200,279
Preferred stock, shares outstanding	94,333	200,279

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STOCKHOLDERS' DEFICIT (Detail Textuals 1) - USD ($)	1 Months Ended	3 Months Ended
	Jul. 22, 2016	Mar. 31, 2017	Dec. 31, 2016
Stockholders Equity Note [Line Items]
Common stock, shares authorized		500,000,000	500,000,000
Common stock, par value (in dollars per share)		$ 0.001	$ 0.001
Common stock, voting rights		one vote
Aggregate shares issued during period		9,586,981
Number of shares issued		1,365,000
Value of shares issued		$ 27,300
Number of common stock shares issued upon conversion		3,579,256
Common stock, shares issued		107,044,378	97,457,397
Common stock, shares outstanding		107,044,378	97,457,397
Series A convertible preferred stock
Stockholders Equity Note [Line Items]
Number of common stock shares issued upon conversion		3,579,256
Number of shares converted		105,946
Convertible notes payable
Stockholders Equity Note [Line Items]
Number of shares issued upon conversion of debt		4,642,725
Amount of convertible note converted	$ 150,000	$ 85,550
Amount of accrued interest		6,023
Value of common stock in a conversion of Convertible Notes		$ 104,128

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INCENTIVE STOCK PLANS (Details) - Stock Option - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2015
Options Outstanding, Number of Shares
Balances as of December 31, 2016	8,173,686
Granted		8,173,686
Exercised
Forfeited/canceled
Balances as of March 31, 2017	8,173,686
Options Outstanding, Weighted- Average Exercise Price
Balances as of December 31, 2016	$ 0.0587
Granted
Exercised
Forfeited/canceled
Balances as of March 31, 2017	$ 0.0587
Options Outstanding, Fair Value on Grant Date
Balances as of December 31, 2016	$ 71,630
Granted
Exercised
Forfeited/canceled
Balances as of March 31, 2017	71,630
Intrinsic Value
Balances as of December 31, 2016	2,997
Granted
Exercised
Forfeited/canceled
Balances as of March 31, 2017

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INCENTIVE STOCK PLANS (Details 1) - Stock Option	3 Months Ended
	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term	5 years
Expected average volatility	95.00%
Expected dividend yield
Risk-free interest rate	1.67%
Expected annual forfeiture rate

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INCENTIVE STOCK PLANS (Details 2) - Stock Option - $ / shares	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Number of Shares	8,173,686	8,173,686
Options Outstanding, Weighted Average Remaining Contractual life (in years)	3 years 8 months 23 days
Options Outstanding, Weighted Average Exercise Price	$ 0.0587	$ 0.0587
Options Exercisable, Number of Shares	2,724,562
Options Exercisable, Weighted Average Exercise Price	$ 0.0489

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INCENTIVE STOCK PLANS (Detail Textuals) - Stock Option - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2015	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options granted			8,173,686
Weighted average value granted options	$ 0.0587			$ 0.0587
Weighted-average remaining contract term of outstanding options	3 years 8 months 23 days
Term of options granted	5 years
Compensation cost expected to be recognized for unvested options	$ 22,568
Aggregate intrinsic value of options outstanding				$ 2,997
Share based compensation	$ 4,910	$ 10,842
Number of options exercisable	2,724,562
Intrinsic value of options exercisable
Number of options outstanding, expected to vest	5,449,124
Aggregate intrinsic value of options outstanding, expected to vest
1/3 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average value granted options			$ 0.04893
1/3 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average value granted options			0.05873
1/3 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average value granted options			$ 0.06852
Messrs. Verweij, van Wijk and de Vrie
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate intrinsic value of options outstanding			$ 71,630

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COMMITMENTS AND CONTINGENCIES (Detail Textuals)		3 Months Ended
	Jul. 01, 2014 EUR (€)	Mar. 31, 2017 USD ($) ft²	Mar. 31, 2017 EUR (€)	Mar. 31, 2016 USD ($)	Dec. 31, 2016 USD ($)
Commitments And Contingencies [Line Items]
Total rent expenses		$ 4,770		$ 4,995
Rent payable		$ 23,305			$ 17,152
Insight
Commitments And Contingencies [Line Items]
Leases space in Netherlands from related party | ft²		4,000
Payments for rent per month	€ 7,500	$ 1,590	€ 1,500

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COMMITMENTS AND CONTINGENCIES (Detail Textuals 1) - 1 months ended Dec. 21, 2015 - Employment Agreement

USD ($)

Customer

Anniversary

$ / shares

shares

EUR (€)

Customer

Anniversary

shares

Arend D. Verweij

Commitments And Contingencies [Line Items]

Term of agreement

2 years

2 years

Renewable period of agreement

1 year

1 year

Notice period prior expiration

30 days

30 days

Annual salary | $

$ 180,000

Increase in annual salary | $

$ 252,000

Number of customers have a minimum of 500 users of software system | Customer

3

3

Performance bonus up to percentage of base salary

100.00%

100.00%

Number of stock options granted | shares

3,065,130

3,065,130

Vesting anniversaries of stock options | Anniversary

3

3

Entitled period of paid vacation

Five weeks

Five weeks

Monthly health insurance allowance | $

$ 1,500

Terms of employment agreement termination

(i) be paid his then current base salary earned through the date of termination, together with all reimbursements and other amounts owed to him through such date pursuant, including any accrued but unused vacation/holiday time, (ii) an amount equal to one hundred percent (100%) of the greater of (A) his bonus for the year of termination or (B) the bonus actually earned for the year prior to the year of termination, if any, (iii) a lump-sum severance payment severance in an amount equal to the lesser of (A) one (1) times the base salary in the year of such termination or (B) the amount of base salary owed to him for the remainder of the first two years of his employment, (iv) we will continue to provide him with those medical, life and disability insurance benefits, if any, which are provided to him on the last day of his employment by us (or reimburse him for COBRA) for a period of five years, and (v) all stock options granted to him shall immediately vest, and any transfer restrictions thereon shall cease to be effective.

(i) be paid his then current base salary earned through the date of termination, together with all reimbursements and other amounts owed to him through such date pursuant, including any accrued but unused vacation/holiday time, (ii) an amount equal to one hundred percent (100%) of the greater of (A) his bonus for the year of termination or (B) the bonus actually earned for the year prior to the year of termination, if any, (iii) a lump-sum severance payment severance in an amount equal to the lesser of (A) one (1) times the base salary in the year of such termination or (B) the amount of base salary owed to him for the remainder of the first two years of his employment, (iv) we will continue to provide him with those medical, life and disability insurance benefits, if any, which are provided to him on the last day of his employment by us (or reimburse him for COBRA) for a period of five years, and (v) all stock options granted to him shall immediately vest, and any transfer restrictions thereon shall cease to be effective.

Arend D. Verweij | Year 1

Commitments And Contingencies [Line Items]

Vesting exercise price

$ 0.04893

Arend D. Verweij | Year 2

Commitments And Contingencies [Line Items]

Vesting exercise price

0.05873

Arend D. Verweij | Year 3

Commitments And Contingencies [Line Items]

Vesting exercise price

$ 0.06852

Geurt van Wijk

Commitments And Contingencies [Line Items]

Term of agreement

2 years

2 years

Renewable period of agreement

1 year

1 year

Notice period prior expiration

30 days

30 days

Annual salary | €

€ 120,000

Increase in annual salary | €

€ 150,000

Number of customers have a minimum of 500 users of software system | Customer

3

3

Performance bonus up to percentage of base salary

75.00%

75.00%

Number of stock options granted | shares

2,554,278

2,554,278

Vesting anniversaries of stock options | Anniversary

3

3

Entitled period of paid vacation

Five weeks

Five weeks

Monthly vehicle allowance limited upto annual base salary EURO 150,000 | €

€ 1,350

Terms of employment agreement termination

(i) be paid his then current base salary earned through the date of termination, together with all reimbursements and other amounts owed to him through such date pursuant, including any accrued but unused vacation/holiday time, (ii) an amount equal to one hundred percent (100%) of the greater of (A) his bonus for the year of termination or (B) the bonus actually earned for the year prior to the year of termination, if any, (iii) a lump-sum severance payment severance in an amount equal to the lesser of (A) one (1) times the base salary in the year of such termination or (B) the amount of base salary owed to him for the remainder of the first two years of his employment, (iv) we will continue to provide him with those medical, life and disability insurance benefits, if any, which are provided to him on the last day of his employment by us (or reimburse him for COBRA) for a period of five years, and (v) all stock options granted to him shall immediately vest, and any transfer restrictions thereon shall cease to be effective.

(i) be paid his then current base salary earned through the date of termination, together with all reimbursements and other amounts owed to him through such date pursuant, including any accrued but unused vacation/holiday time, (ii) an amount equal to one hundred percent (100%) of the greater of (A) his bonus for the year of termination or (B) the bonus actually earned for the year prior to the year of termination, if any, (iii) a lump-sum severance payment severance in an amount equal to the lesser of (A) one (1) times the base salary in the year of such termination or (B) the amount of base salary owed to him for the remainder of the first two years of his employment, (iv) we will continue to provide him with those medical, life and disability insurance benefits, if any, which are provided to him on the last day of his employment by us (or reimburse him for COBRA) for a period of five years, and (v) all stock options granted to him shall immediately vest, and any transfer restrictions thereon shall cease to be effective.

Geurt van Wijk | Year 1

Commitments And Contingencies [Line Items]

Vesting exercise price

$ 0.04893

Geurt van Wijk | Year 2

Commitments And Contingencies [Line Items]

Vesting exercise price

0.05873

Geurt van Wijk | Year 3

Commitments And Contingencies [Line Items]

Vesting exercise price

$ 0.06852

Remy de Vries

Commitments And Contingencies [Line Items]

Term of agreement

2 years

2 years

Renewable period of agreement

1 year

1 year

Notice period prior expiration

30 days

30 days

Annual salary | €

€ 120,000

Increase in annual salary | €

€ 150,000

Number of customers have a minimum of 500 users of software system | Customer

3

3

Performance bonus up to percentage of base salary

75.00%

75.00%

Number of stock options granted | shares

2,554,278

2,554,278

Vesting anniversaries of stock options | Anniversary

3

3

Entitled period of paid vacation

Five weeks

Five weeks

Monthly vehicle allowance limited upto annual base salary EURO 150,000 | €

€ 1,350

Terms of employment agreement termination

(i) be paid his then current base salary earned through the date of termination, together with all reimbursements and other amounts owed to him through such date pursuant, including any accrued but unused vacation/holiday time, (ii) an amount equal to one hundred percent (100%) of the greater of (A) his bonus for the year of termination or (B) the bonus actually earned for the year prior to the year of termination, if any, (iii) a lump-sum severance payment severance in an amount equal to the lesser of (A) one (1) times the base salary in the year of such termination or (B) the amount of base salary owed to him for the remainder of the first two years of his employment, (iv) we will continue to provide him with those medical, life and disability insurance benefits, if any, which are provided to him on the last day of his employment by us (or reimburse him for COBRA) for a period of five years, and (v) all stock options granted to him shall immediately vest, and any transfer restrictions thereon shall cease to be effective.

(i) be paid his then current base salary earned through the date of termination, together with all reimbursements and other amounts owed to him through such date pursuant, including any accrued but unused vacation/holiday time, (ii) an amount equal to one hundred percent (100%) of the greater of (A) his bonus for the year of termination or (B) the bonus actually earned for the year prior to the year of termination, if any, (iii) a lump-sum severance payment severance in an amount equal to the lesser of (A) one (1) times the base salary in the year of such termination or (B) the amount of base salary owed to him for the remainder of the first two years of his employment, (iv) we will continue to provide him with those medical, life and disability insurance benefits, if any, which are provided to him on the last day of his employment by us (or reimburse him for COBRA) for a period of five years, and (v) all stock options granted to him shall immediately vest, and any transfer restrictions thereon shall cease to be effective.

Remy de Vries | Year 1

Commitments And Contingencies [Line Items]

Vesting exercise price

$ 0.04893

Remy de Vries | Year 2

Commitments And Contingencies [Line Items]

Vesting exercise price

0.05873

Remy de Vries | Year 3

Commitments And Contingencies [Line Items]

Vesting exercise price

$ 0.06852

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SUBSEQUENT EVENTS (Detail Textuals) - USD ($)				3 Months Ended
	May 12, 2017	May 11, 2017	Apr. 12, 2017	May 02, 2017	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Subsequent Event [Line Items]
Proceeds from issuance of convertible notes					$ 135,846	$ 250,000
Preferred stock, shares authorized					10,000,000		10,000,000
Number of shares issued					1,365,000
Value of shares issued					$ 27,300
Subsequent Event
Subsequent Event [Line Items]
Number of shares issued upon conversion of debt	10,272,988
Conversion of debt and accrued interest amount	$ 68,884
Subsequent Event | Series B Preferred Stock
Subsequent Event [Line Items]
Preferred stock, shares authorized		1,500,000
Preferred stock, voting rights		250 votes
Preferred stock, voting percentage		51.00%
Subsequent Event | Series B Preferred Stock | Arend D. Verweij
Subsequent Event [Line Items]
Number of shares issued	500,000
Value of shares issued	$ 500
Shares issued, price per share	$ 0.001
Subsequent Event | Series B Preferred Stock | Geurt van Wijk
Subsequent Event [Line Items]
Number of shares issued	500,000
Value of shares issued	$ 500
Shares issued, price per share	$ 0.001
Subsequent Event | Series B Preferred Stock | Remy de Vries
Subsequent Event [Line Items]
Number of shares issued	500,000
Value of shares issued	$ 500
Shares issued, price per share	$ 0.001
Subsequent Event | AUCTUS FUND, LLC | 10% Convertible Note
Subsequent Event [Line Items]
Principle amount of debt			$ 168,500
Convertible debt, interest rate			10.00%
Proceeds from issuance of convertible notes			$ 168,500
Convertible note, maturity date			Jan. 10, 2018
Interest rate if principal or interest on Note is not paid			24.00%
Conversion price			$ 0.04
Subsequent Event | Crown Bridge Partners, LLC | Promissory Notes
Subsequent Event [Line Items]
Principle amount of debt				$ 55,000
Convertible debt, interest rate				1.00%
Proceeds from issuance of convertible notes				$ 45,000
Convertible note, maturity date				Apr. 10, 2018
Interest rate if principal or interest on Note is not paid				22.00%
Rate of conversion				75.00%
Number of trading days				20 days
Minimum beneficial ownership percentage of outstanding common stock				4.99%
Maximum beneficial ownership percentage stated for conversion of debt				9.99%
Number of days for written notice				61 days